Terms of Use

1.1. Account — the User’s account identified by registration data. Account Data includes, for example, name, email, billing details, and settings.

1.2. Account Registration — the actions by which a person accepts this Agreement and creates or joins an account, as described in §2A.7 (for example, ticking the acceptance box and clicking “Register”, or continuing with Google, a phone number, an invitation link, a bot, or an MCP connection after being shown these Terms).

1.3. Website (Site) — the web resources through which the Service is provided.

1.4. License — a non-exclusive right to use the Software as provided herein.

1.5. Personal Account — the User’s authenticated workspace identified by email.

1.6. Control Panel — the user interface that enables configuration of the Service.

1.7. Extensions — add-on features offered at ApiWay’s discretion.

1.8. Server — the cloud and hardware infrastructure used to operate the Service.

1.9. Email — for ApiWay: info@apiway.ai (and the other addresses listed in §21); for the User: the address provided during registration, as updated in Account settings.

1.10. Integration Content — data that the User sends, receives, or synchronizes through the Service with a Connected Account or another third-party system the User connects (for example, mailboxes, calendars, file storage, messengers, social accounts, online stores, ad platforms, CRMs, and payment or analytics accounts). Some features only pass Integration Content through; others must store part of it to work. What is stored, and for how long, is described in §6.1 and in the Privacy Policy.

1.11. AI Inputs / AI Output — prompts, images, or other content you submit to AI features and the resulting generated content returned by those features.

1.12. Third-Party Providers — vendors, subprocessors, and service providers whose services the Service relies on or may rely on from time to time (including cloud, hosting, storage, security, moderation, analytics, payment, messaging, and artificial intelligence providers). References in this Agreement to any specific provider (including Google or Gemini) are illustrative only and do not limit ApiWay’s right to use equivalent, replacement, additional, or successor providers at its discretion.

1.13. ApiWay Parties — ApiWay, its affiliates and licensors, the Third-Party Providers acting on its behalf, and their respective officers, directors, employees, agents, contractors, and service providers.

1.14. Consumer — a natural person who uses the Service wholly or mainly for purposes outside that person’s trade, business, craft, or profession, or who is otherwise treated as a consumer by the mandatory law of the country where that person habitually resides.

1.15. Business User — any User who is not a Consumer, including anyone who accepts these Terms on behalf of a company or other organization, uses the Service for a trade, business, or profession, or uses it as a member of a workspace operated by a business.

1.16. Your Content — all content that the User, or a member of the User’s workspace, submits, uploads, connects, imports, creates, generates, sends, or stores through the Service, including Integration Content, AI Inputs, AI Output, files, messages, contact lists, forms and their submissions, Hosted App code and data, and Legacy Marketplace Content (§3A.1).

1.17. Connected Account — a third-party account that the User authorizes the Service to access or act in (for example, Gmail, Google Calendar, Google Drive, Instagram, Telegram, Shopify, Stripe, ad accounts, or analytics accounts).

1.18. Credits — prepaid units used to pay for metered features of the Service, as described in §18.

1.19. Hosted App and App Owner — have the meanings given in §16A.

1.20. Terms — “Terms of Use”, “these Terms”, and “this Agreement” all mean this document, together with the documents it expressly incorporates.

2.1. ApiWay grants the User a non-exclusive, non-transferable, revocable license to use the Software while this Agreement is in force and, for paid functionality, during the subscription term, within the functionality available to the User’s plan.

2.2. All intellectual property rights in the Software and Extensions are owned by ApiWay or its licensors. No rights are granted except as expressly stated.

2.3. This Agreement applies to all updates, upgrades, beta features, and Extensions delivered as part of the Service. Features labelled beta, preview, or experimental may change, stop, or be withdrawn at any time and are provided without any commitment of availability.

2.4. Operational licence to Your Content. As between the User and ApiWay, the User keeps all rights in Your Content. The User grants ApiWay, and the ApiWay Parties acting on its behalf, a worldwide, non-exclusive, royalty-free licence to host, store, copy, process, transmit, transform (for example, resize, transcode, render, translate, or extract text from), and display Your Content solely to provide, secure, maintain, and support the Service for the User, as the User configures it; to comply with law; and to enforce these Terms. This licence includes making Your Content available to the people and destinations the User chooses (for example, workspace members, the recipients of a message or share link, the visitors of a published Hosted App, or a Connected Account). It does not allow ApiWay to sell Your Content, to use it to advertise to anyone, or to use it to train, fine-tune, or evaluate ApiWay-operated AI models (the only exception is Legacy Marketplace Content under §3A.1). This licence ends when Your Content is deleted from the Service, except for copies held in backups (kept for up to fourteen (14) days), copies ApiWay must keep by law or for a legal hold, dispute, or investigation, and content that others have already received or that the User made public.

2.5. Feedback. If the User sends ApiWay suggestions or feedback about the Service, ApiWay may use them without restriction or obligation to the User.

2A.1. Minimum age. You must be at least sixteen (16) years old to create an account or use the Service. The Service is not directed to children under sixteen, and ApiWay closes accounts it learns belong to someone younger.

2A.2. Paid features and payouts. You must be at least eighteen (18) years old, and of the age of majority where you live, to buy a paid plan or Credits, to accept payments through the Service, to take part in the Affiliate Program (§20), or to receive any payout.

2A.3. Accurate information; security. You must give accurate registration information and keep it current, keep your credentials, API keys, and access tokens confidential, and tell ApiWay promptly at info@apiway.ai if you believe your account has been compromised. You are responsible for all activity under your account. One account per person or organization applies as set out in §3A.11.

2A.4. Organizations. If you accept these Terms on behalf of a company or other organization, you confirm that you have authority to bind it, and “you” and “User” then include that organization, which is a Business User.

2A.5. Workspaces. The owner of a workspace who invites members is responsible for their use of the Service within it and pays for the Credits and usage they consume, within the limits the owner sets. Content placed in a shared workspace may be visible to its owner and other members as the workspace settings allow.

2A.6. Restricted persons. You may not use the Service if you are barred from doing so under the laws that apply to you or under §14.

2A.7. How you accept these Terms; records. You accept these Terms, and acknowledge the Privacy Policy, in whichever of these ways you join the Service: (a) when signing up with an email and password, by ticking the acceptance checkbox, which is never pre-ticked and is required to continue, and submitting the form; (b) when signing in with Google or another identity provider, or with a phone number, by continuing after a notice, shown next to the button, that continuing means agreeing to these Terms and the Privacy Policy; (c) when joining through an invitation link, by continuing past a screen that shows the same kind of notice; (d) when starting to use an ApiWay bot in Telegram or Instagram, by continuing after the bot presents these Terms; and (e) when connecting an AI client or agent through MCP, by approving the consent screen that refers to these Terms. Each acceptance is an electronic signature with the same effect as a handwritten one. ApiWay keeps a record of each acceptance — the account, the document version, the time, and the surface on which it was given — and may rely on it as evidence of the version you agreed to. When a new version requires fresh acceptance, the Service may ask you to accept it again before you continue.

3.1. The User may configure the Software via the Control Panel within available limits.

3.2. The User must not: (a) access or attempt to access source code; (b) reverse engineer, decompile, disassemble, scrape, or circumvent technical limits, usage restrictions, billing controls, security mechanisms, or protective measures of the Service; (c) use the Service for unlawful, infringing, deceptive, fraudulent, abusive, defamatory, harassing, or privacy-violating activities, including spam, malware, impersonation, or unauthorized surveillance; (d) copy, publish, sublicense, resell, lease, rent, distribute, or commercially exploit the Service except as expressly permitted by ApiWay; (e) interfere with, disrupt, degrade, probe, scan, or test the vulnerability, availability, performance, or security of the Service or any connected systems except as expressly authorized by ApiWay in writing; (f) submit, upload, reference, process, transmit, transform, or use content that violates any third-party rights or any applicable law, including copyrights, trademarks, trade dress, patents, design rights, database rights, publicity rights, privacy rights, confidentiality obligations, or contractual restrictions; (g) submit personal data without a lawful basis or include special-category/sensitive data unless strictly necessary and lawfully permitted; (h) upload, submit, reference, edit, transform, or generate from any third-party protected content unless you have obtained all rights, licenses, permissions, and consents necessary for such use; (i) use AI features for deception, impersonation, passing off, unlawful deepfakes, biometric identification, unlawful profiling, or for medical, financial, legal, or other regulated advice without appropriate professional oversight; (j) upload, generate, request, store, or share any child sexual abuse material or any sexualized depiction of a minor (real or synthetic), or any intimate image of a real person shared or created without that person’s consent (see §19.9); (k) send messages in breach of §17; or (l) use the Service in any manner that could expose ApiWay, its providers, or other users to legal, regulatory, operational, or reputational risk.

3.3. The results of the User’s use of the Software (including content the User inputs and outputs generated through AI features) belong to the User to the extent any rights exist in them, subject to third-party rights and this Agreement. AI Output may not be protectable by copyright in every country.

3A.1. Scope and grant. This §3A.1 applies only to content that a User expressly published to the Creator Marketplace as a Marketplace Listing, including photos imported into a Marketplace Listing from a connected Instagram account at the User’s express request under a marketplace consent the User accepted (“Legacy Marketplace Content”). The Creator Marketplace has been closed to new listings since 6 September 2026 (§16), so no new Legacy Marketplace Content can be created. For Legacy Marketplace Content, the User grants ApiWay a worldwide, royalty-free, non-exclusive, fully paid-up licence, sublicensable to Third-Party Providers and to Buyers only as needed for the purposes below, to host, store, copy, display, reproduce, format (for example, crop or resize), analyze, index, and distribute it for: (a) automated analysis and moderation; (b) the public storefront, catalog, and search pages built from it; (c) distribution on ApiWay-operated channels on third-party platforms (such as Pinterest) where the consent the User accepted provided for it; (d) improving ApiWay’s own search, ranking, recommendation, and moderation systems and, where the consent the User accepted provided for it, training and evaluating ApiWay-operated AI/ML models; (e) giving effect to Buyers’ licences under §16.3; and (f) preserving listing text after deletion as described in the Privacy Policy (sections on publicly published creator content).

3A.2. Everything else is covered only by the operational licence. All Your Content other than Legacy Marketplace Content — including private generations, gallery and files, Integration Content, mail, calendars, Telegram and Instagram messages, content from an Instagram account connected for Comment → DM automations, the DM assistant, or lead forms, and Hosted App code and data — is licensed to ApiWay only under §2.4. ApiWay does not use it to train, fine-tune, evaluate, or benchmark any ApiWay-operated AI/ML model, and does not distribute it to third-party platforms except where the User directs (for example, by publishing a post, sending a message, or pushing a product to the User’s own store). It remains subject to §§2.4, 6, and 7 of this Agreement and to the Privacy Policy.

3A.3. User representations. For any Legacy Marketplace Content, the User represents and warrants that the User obtained, and for as long as the content remains published continues to hold, all rights, licences, consents, releases, and permissions necessary to grant the licence in §3A.1, including from any identifiable individual depicted, from any brand or trademark owner, and from any premises owner; and that the content does not violate the rules of the third-party platforms described in §3A.1(c).

3A.4. Connecting an account grants no further licence. Registering an account, connecting an Instagram account or any other Connected Account, or continuing to use the Service does not grant the licence in §3A.1. Connecting an account allows ApiWay to access and process that account’s data under §2.4 only, to run the features the User turns on.

3A.5. Withdrawal; survival. A Creator may withdraw Legacy Marketplace Content at any time under §16.4 and as described in the Privacy Policy. After withdrawal, the licence in §3A.1 continues only to the extent necessary to: (a) give continuing effect to licences already granted to Buyers under §16.3; (b) keep backups and records for the periods stated in the Privacy Policy; and (c) avoid impairing AI/ML models into which the content was incorporated before the withdrawal, where the consent the Creator accepted permitted that use; in each case subject to mandatory statutory rights under §16.4.1.

3A.6. No new grants. No action in the Service creates new Legacy Marketplace Content. The free plan, the Affiliate Program (§20), and every other feature of the Service are available without granting the licence in §3A.1.

3A.7. Earlier, narrower consents. Where a Creator accepted a version of the marketplace consent that did not include one or more of the uses listed in §3A.1, that narrower consent continues to govern the content the Creator contributed under it, and ApiWay does not apply the additional uses to that content. This §3A.7 does not affect licences already granted to Buyers under §16.3 or records lawfully produced under the consent in force at the time.

3A.8. Entire agreement; merger; supersession. This Agreement, together with the Privacy Policy, the Data Processing Addendum (where it applies), the plan and price shown to the User at purchase, and any order forms expressly incorporated by reference, constitutes the entire agreement between ApiWay and the User with respect to the Service and supersedes all prior or contemporaneous communications, representations, warranties, statements, marketing materials, blog posts, knowledge-base articles, social-media posts, FAQs, sales conversations, support correspondence, in-product copy, bot copy, and any other written or oral communication, including any version of this Agreement or of the Privacy Policy previously in force (except to the extent §3A.7 or the version notice at the top of this document keeps a previous version in effect). No representation, warranty, or undertaking outside these documents is binding on ApiWay. Nothing in this §3A.8 limits liability for fraud or fraudulent misrepresentation, or any right a Consumer has under mandatory law.

3A.9. Provider, feature, parameter, and roadmap flexibility. The User acknowledges that all references in this Agreement, in the Privacy Policy, in product user-interface copy, in bot copy, in onboarding screens, in marketing materials, in documentation pages, and in any other communication by or on behalf of ApiWay to (a) any specific Third-Party Provider (including without limitation Google, Gemini, OpenAI, Anthropic, Pinterest, Meta, Instagram, Telegram, YouTube, TikTok, X, Facebook, LinkedIn, Threads, Shopify, Stripe, Resend, AWS, or any other identified vendor); (b) any specific AI or machine-learning model, model tier, configuration, or training-restriction setting; (c) any specific cadence, frequency, schedule, batch size, or processing interval; (d) any specific price, ratio, commission, payout share, floor price, cap, or other monetary parameter; (e) any specific feature, integration, platform destination, or product surface (including any roadmap item or anticipated feature); or (f) any specific service level, response time, or processing latency, are illustrative and operational, not contractual. ApiWay may add, modify, suspend, replace, substitute, restructure, deprecate, or discontinue any such specification at any time, prospectively, without thereby breaching this Agreement, the Privacy Policy, or any prior communication, and shall not be liable for any loss of business opportunity, expected earnings, anticipated traffic, attribution, marketplace rank, listing visibility, or other commercial expectation arising out of such a change. This §3A.9 does not allow ApiWay to change the price of a billing period already paid, to reduce Credits already purchased, or to change these Terms other than under §3A.12; price changes for subscriptions follow §18.4, and changes to the Affiliate Program follow §20.10.

3A.10. Pricing; credits. Prices, plans, and Credits are governed by §18. The credit-to-currency ratio (including any historical statement equating one credit to one cent) is not contractually fixed and may change prospectively; Credits purchased before a price change keep the value attributed to them at purchase.

3A.11. Anti-circumvention; account uniqueness; affiliate self-pay prohibition. The User shall maintain one account per natural person or legal entity, except as ApiWay expressly authorizes (workspace members invited under §2A.5 are not separate users for this purpose). The User shall not operate, control, or coordinate multiple accounts (including sock-puppet, alternate, family-shared, or proxy accounts) for the purpose of obtaining free-plan allowances repeatedly, self-referral payouts, fraudulent attribution, marketplace self-purchase, or any other circumvention of the Service’s rules. Where ApiWay reasonably believes the User has violated this §3A.11, ApiWay may withhold, reverse, claw back, or void any benefit obtained through the violation; suspend or terminate any or all of the affected accounts; and recover any reasonable enforcement costs.

3A.12. Modifications procedure; notice; continuing acceptance. ApiWay may modify this Agreement. Material modifications affecting (i) the categories of processing of User content; (ii) the scope of the licences granted under §2.4 or §3A.1; (iii) the Affiliate Program or other economic program parameters; (iv) payment terms; (v) limitation of liability; or (vi) dispute resolution, will be posted on the Site with a new version number not fewer than thirty (30) calendar days before they take effect for existing accounts (or such longer period as mandatory applicable law may require) and notified to the User by email to the account email or by a notice in the Service (for example a prompt when the User next signs in) (§21). A new version may apply from its publication to accounts created after that publication. Changes required by law, or made to address security or abuse, or that only add features or are otherwise not adverse to the User, may take effect on publication. The User’s continued use of the Service after the effective date constitutes acceptance for all activity from that date forward. A User who does not accept a modification may stop using the Service and close the account before the effective date; a Consumer who does so because of a material adverse change may ask for a pro-rata refund of any prepaid subscription fee for the unused part of the billing period.

3A.13–3A.15. Dispute resolution, the class-action and jury-trial waivers, and the limitation of liability, which earlier versions set out here, are now in Section 13 (Governing Law; Dispute Resolution) and Section 9 (Limitation of Liability).

3A.16. Survival. §§2.4 (to the extent stated there), 3A.1 and 3A.5 (to the extent stated there), 3A.7, 3A.8, 3A.9, 3A.11, 3A.17–3A.19, Sections 9, 10, 11, 13, 15, the surviving parts of Sections 16, 16A, 18, and 20, and any other provision that by its nature should survive, survive termination, suspension, withdrawal, deletion, or expiration of the User’s account or of this Agreement.

3A.17. Severability; reformation. If any provision of this Agreement or of the Privacy Policy is held by a competent court or regulator to be invalid, unlawful, or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to be enforceable while best preserving the Parties’ original commercial intent and risk allocation to the maximum extent permitted by applicable law. §13.10 governs severability within the arbitration agreement.

3A.18. Time bar. Any claim, action, demand, or proceeding by the User against the ApiWay Parties arising out of or relating to this Agreement, the Privacy Policy, or the Service must be commenced within one (1) year after the event first giving rise to the claim, except where mandatory applicable law prohibits such a contractual limitation period or requires a longer minimum period, in which case the minimum mandatory period applies. The period is paused while the informal resolution procedure in §13.2 is running.

3A.19. No waiver; cumulative remedies. No failure or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. Remedies provided in this Agreement are cumulative and not exclusive of any remedy available at law or in equity, except as expressly provided.

3A.20. Governing law and venue, which earlier versions set out here, are now in Section 13.

4.1. ApiWay may improve, modify, or discontinue features; introduce or adjust service limits; and perform maintenance. Material changes to paid functionality will be notified by email to the account email or by a notice in the Service under the procedure in §3A.12 (which controls where more specific than this §4.1).

4.2. ApiWay will provide access to the Service and reasonable support subject to the User’s compliance with this Agreement.

4.3. ApiWay may suspend or terminate access to the Service, or restrict specific features (for example sending, sharing, publishing, a Hosted App, or a Connected Account), if the User breaches this Agreement, to prevent harm to the User, other users, third parties, or the Service, or as required by law or by Third-Party Providers. Where required by law and where it is safe and lawful to do so, ApiWay will tell the User the reasons and how to contest the decision (§19.5–§19.6).

4.4. The User is responsible for: (a) maintaining the confidentiality of access credentials, API keys, and tokens; (b) providing and maintaining necessary connectivity and equipment; (c) configuring integrations, automations, and agents, and verifying results; (d) ensuring that Your Content and the use of the Service comply with law and third-party terms; and (e) the use of the Service by the members of the User’s workspace.

5.1. License rights are provisioned upon account activation. No physical delivery occurs.

5.2. The Agreement remains in force while the User has an account or uses the Service. ApiWay may terminate or suspend access for breach or as otherwise permitted herein. The User may terminate at any time by deleting the account in Account settings; cancelling a paid plan alone does not delete the account (§18.3).

5.3. After the account is deleted or terminated, ApiWay deletes or anonymizes Your Content within the periods described in the Privacy Policy. Database backups roll off within fourteen (14) days; billing and tax records are kept for up to seven (7) years; data subject to a legal hold, dispute, or investigation is kept until it is resolved.

5.4. On deletion or termination, unused plan Credits lapse and unused top-up Credits are forfeited, unless mandatory law requires otherwise (§18.6). Affiliate balances that are payable under §20 at that time are paid, except where the termination is for a breach that §20.8 covers.

6.1. What ApiWay stores, and for how long. ApiWay processes Integration Content to provide the feature the User turned on. Some features only pass data through; others must store part of it to work. ApiWay does not sell Integration Content and does not use it for advertising. Current examples, with the complete and authoritative list in the Privacy Policy: (a) mail is read live from the connected mailbox; ApiWay stores message metadata (such as sender, subject, date, and labels) to show the User’s lists, plus what the User’s features derive from mail (such as extracted tasks, agreements, summaries, and the attachments of conversations the User opens in a Room), not a copy of the mailbox; (b) lead data received from ad platforms and forms: kept while the User’s account exists (also after an automation is removed), and deleted with the account or earlier at the User’s deletion request; (c) the IP address and user agent recorded with email opens and clicks: twelve (12) months, then removed; (d) message text in Telegram team rooms and the Telegram personal assistant: ninety (90) days; (e) the Instagram direct-message log: thirty (30) days; (f) messages in a room created by the Apiway Workspace AI Bot: kept while the room exists and deleted with it; (g) on the free plan, uploaded files: one hundred eighty (180) days, and screen-recording video: thirty (30) days; (h) database backups: fourteen (14) days; (i) billing records: up to seven (7) years. Data obtained through Google APIs is used in accordance with the Google API Services User Data Policy, including its Limited Use requirements.

6.2. Third-party dependencies. The Service depends on Third-Party Providers, which may include cloud infrastructure, hosting, storage, content delivery, payment processors, messaging gateways, moderation systems, analytics tools, and artificial intelligence providers. The User authorizes ApiWay to transmit Integration Content, AI Inputs, technical metadata, and related service data to such Third-Party Providers solely to deliver, secure, maintain, support, and administer the Service. ApiWay does not control and is not responsible for the availability, performance, acts, omissions, policies, outputs, moderation decisions, restrictions, enforcement actions, or service terms of any Third-Party Provider. Third-Party Providers may be added, removed, combined, substituted, or changed by ApiWay at any time in its discretion. A current categorical list is published at /legal/subprocessors.

6.3. The User is responsible for complying with third-party terms (e.g., Google, Meta, Telegram, Shopify, CRM vendors) where integrations are used and for ensuring a lawful basis to process any third-party personal data through the Service.

6.4. Disconnecting. The User may disconnect a Connected Account at any time. Disconnecting stops new data from flowing; data already stored is kept and deleted as described in §6.1 and the Privacy Policy, or earlier where the User deletes it.

6A.1. What this covers. This Section applies whenever the Service acts for the User rather than only showing something: through Connected Accounts; through the Apiway AI Agent and any other AI agent or assistant in the Service; through bots (for example, Telegram bots and assistants, Instagram automations, and the Apiway Workspace AI Bot); through MCP connections, API keys, and access tokens issued to the User or to the User’s own tools and agents; and through automations, scheduled sends, reminders, follow-ups, and workflows the User sets up.

6A.2. Their actions are your actions. Actions these tools take on the User’s instructions, or under settings the User configured, are taken on the User’s behalf and with the User’s authority, and are treated as the User’s own actions — including messages and emails sent, tasks created or assigned to other people, invitations, posts, replies, changes made in Connected Accounts, and purchases or spending of Credits.

6A.3. Review what an agent does. AI agents can misunderstand instructions or produce wrong output. The User should review drafts, cards, and other output before they are sent or relied on, and use the confirmation steps the Service offers. Some actions run automatically once configured (for example, a scheduled send or a follow-up reminder); the User can pause or turn them off. ApiWay may hold an action that looks risky (for example, to a protected recipient) and ask the User to confirm it.

6A.4. Keys and tokens. Anyone who holds the User’s API key, MCP connection, or access token can act as the User. The User must keep them secret, give them only to tools the User trusts, and revoke them if they may have been exposed. ApiWay may rotate, limit, or revoke a key or token to protect the User or the Service.

6A.5. Platform rules. When the Service acts in a third-party platform for the User, the User must comply with that platform’s terms and policies (for example, Meta’s Platform Terms and messaging policies, the Google API Services User Data Policy, and Telegram’s terms). ApiWay may limit a feature to keep it within those rules.

6A.6. Other people. When the User uses the Service to message, assign tasks to, remind, or otherwise involve other people (for example, colleagues in a chat or clients in a thread), the User is responsible for having any permission the law requires and for telling them that an automated assistant is involved where the law requires it.

6A.7. No guarantee that an integration continues. Third parties change their APIs, permissions, prices, and policies, and may suspend or revoke access, require re-authorization, or rate-limit requests. ApiWay does not guarantee that any integration, agent capability, or Connected Account feature will keep working, and may change or withdraw it when a third party does. Liability for such changes is governed by §9.

7.1. Nature of AI. AI features generate content automatically based on User instructions, materials, references, and other inputs. AI Output may be inaccurate, incomplete, misleading, offensive, low quality, distorted, commercially unusable, unavailable for your intended purpose, or similar to existing third-party content. AI Output is not factual or professional advice and must not be relied upon as the sole basis for any business, legal, medical, financial, design, advertising, safety, compliance, or other decision.

7.2. Role of ApiWay; moderation. ApiWay provides the technology that sends AI Inputs to AI Third-Party Providers and returns AI Output to the User. ApiWay does not endorse, verify, or guarantee any AI Input or AI Output for legality, originality, uniqueness, non-infringement, quality, merchantability, fitness for a particular purpose, or suitability for any intended use. ApiWay and its providers may use automated systems and human review to detect and act on content that breaches these Terms or the law (for example, by refusing a request, hiding or removing content, or restricting an account), but ApiWay has no general obligation to monitor content, and the absence of action is not an approval.

7.3. User responsibility for inputs and outputs. You are solely responsible for all AI Inputs you upload, submit, reference, process, transform, generate, edit, publish, distribute, display, store, sell, license, or otherwise use through the Service, and for all use of any AI Output. You represent and warrant that you have obtained and will maintain all rights, licenses, permissions, consents, and lawful bases necessary for such use.

7.4. No authorization to use protected content. Use of the Service does not grant you any copyright, trademark, trade dress, patent, design, database, publicity, privacy, confidentiality, or other third-party rights in any content. You must not upload, submit, reference, transform, imitate, or use third-party protected content unless you have all rights and permissions necessary to do so.

7.5. Infringement and similarity risk. AI Output may resemble, imitate, stylistically derive from, reference, or otherwise be similar to existing works, characters, brands, names, logos, designs, images, voices, likenesses, or other protected materials. ApiWay makes no representation or warranty that AI Output is non-infringing, unique, original, protectable, enforceable, exclusive, or available for commercial exploitation. Any determination of copyright clearance, trademark clearance, right-of-publicity clearance, fair use, licensing sufficiency, or legal availability is solely your responsibility.

7.6. Verification obligation. You must independently review and verify AI Output before relying on it or publishing, distributing, displaying, performing, commercializing, or otherwise using it. This includes checking factual accuracy, dimensions, safety, suitability, quality, legality, and whether third-party rights may be implicated.

7.7. Claims by third parties. Any complaints, notices, takedown requests, platform strikes, content removals, demonetization actions, account restrictions, claims, disputes, investigations, enforcement actions, or proceedings arising out of or relating to your AI Inputs, AI Output, or your use of the Service, including allegations of infringement, imitation, passing off, unfair competition, privacy violation, publicity rights violation, defamation, or misappropriation, are your responsibility, as between you and ApiWay.

7.8. Providers may change. ApiWay may use, combine, replace, or discontinue different Third-Party Providers, including different AI models, moderation systems, and infrastructure vendors, at any time in its discretion. References to any specific provider are illustrative only and do not limit ApiWay’s operational choices (see also §3A.9).

7.9. Charges apply to processing, not to satisfaction. Credits and other usage-based charges are charged when a request is accepted for processing (normally before it runs), whether or not the resulting AI Output is satisfactory, accurate, aesthetically pleasing, commercially useful, or otherwise meets your expectations.

7.10. Failed requests are refunded automatically. If a request fails and returns no output because of a technical failure on ApiWay’s or a provider’s side, the Credits charged for it are returned to the User’s balance automatically. Otherwise, consumed Credits and other usage-based charges are final, except as §18 or mandatory applicable law provides.

8.1. THE SERVICE, SOFTWARE, AI FEATURES, AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, APIWAY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8.2. ApiWay does not warrant that the Service will be uninterrupted, error-free, secure, or accurate; that defects will be corrected; or that AI Output will meet your requirements. Outages, maintenance windows, incidents, delays, and third-party failures may occur.

8.3. If you are a Consumer, nothing in this Section 8 affects any statutory warranty, guarantee, or conformity right that cannot be excluded under the law of the country where you live.

9.1. Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE APIWAY PARTIES WILL NOT BE LIABLE, IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, OR GOODWILL; BUSINESS INTERRUPTION; OR LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

9.2. Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE APIWAY PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES THE USER PAID TO APIWAY FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT FIRST GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED US DOLLARS (US$100).

9.3. Third-party enforcement. Within the limits of §§9.1–9.2, the ApiWay Parties are not liable for any claim, takedown, account restriction, content removal, demonetization, or other enforcement action by a third party, rights holder, platform, regulator, or service provider arising out of Your Content, AI Inputs, AI Output, or the User’s use of the Service.

9.4. Excluded Claims. §§9.1–9.3 do not limit or exclude liability for: (a) fraud or fraudulent misrepresentation; (b) gross negligence or wilful misconduct; (c) death or personal injury caused by negligence; or (d) any other liability that cannot be limited or excluded under applicable law (together, “Excluded Claims”).

9.5. Consumers. If you are a Consumer in the European Union, the European Economic Area, the United Kingdom, or another country whose mandatory law does not allow some or all of the limits in this Section, those limits apply to you only to the extent that law allows. ApiWay is responsible for loss or damage you suffer that is a foreseeable result of ApiWay breaking these Terms or failing to use reasonable care and skill; loss is foreseeable if it is obvious it will happen or if both you and ApiWay knew it might happen when the contract was made. Your statutory rights are not affected.

9.6. Only limitation. This Section 9 is the only limitation of ApiWay’s liability in this Agreement and applies to all matters, including the Legacy Creator Marketplace (§16) and Hosted Apps (§16A). The User acknowledges that the fees for the Service reflect this allocation of risk.

10.1. The User will defend, indemnify, and hold harmless the ApiWay Parties from and against any and all third-party claims, demands, actions, proceedings, investigations, and the resulting liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or relating to: (a) Your Content, including Integration Content, AI Inputs, AI Output, prompts, uploaded files, references, instructions, and any use thereof; (b) the User’s use, publication, display, performance, commercialization, sale, licensing, distribution, or other exploitation of AI Output; (c) any allegation that Your Content or the User’s use of the Service infringes, misappropriates, dilutes, violates, or unlawfully uses any intellectual property right, publicity right, privacy right, contractual right, confidentiality obligation, or other third-party right; (d) messages sent through the Service by or for the User (§§6A, 17); (e) a Hosted App, its content, or its users (§16A); (f) violation of this Agreement, any applicable law, or any terms of a Third-Party Provider; (g) deceptive, fraudulent, unlawful, or unsafe use of AI features; or (h) any dispute between the User and any third party arising from Your Content or use of the Service.

10.2. ApiWay will notify the User promptly of a claim covered by §10.1, let the User control its defense with counsel reasonably acceptable to ApiWay, and give reasonable cooperation at the User’s expense. The User may not settle a claim in a way that admits fault by, or imposes an obligation on, any ApiWay Party without ApiWay’s written consent.

10.3. If the User is a Consumer, §10.1 applies only to the extent the User is responsible under applicable law, and only for losses caused by the User’s breach of these Terms or of the law.

11.1. The Parties will keep confidential non-public information disclosed in connection with the Agreement and use it only to perform the Agreement. Each Party will apply protections at least as strong as those it uses for its own similar information.

11.2. Confidentiality obligations do not apply to information that is public, was independently developed, or is required to be disclosed by law (with notice where lawful). Obligations survive termination for five (5) years.

12.1. ApiWay may modify this Agreement under the procedure in §3A.12. The procedure in §3A.12 controls where more specific than this §12.1; changes to Section 13 are also subject to §13.11.

13.1. Governing law. This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles, and the Federal Arbitration Act governs §§13.5–13.10. If you are a Consumer, this choice of law does not deprive you of the protection of the mandatory provisions of the law of the country where you habitually reside.

13.2. Informal resolution first. Before starting any formal proceeding, a Party must send the other a written notice of dispute and the Parties will try in good faith to resolve it for thirty (30) days. The User sends notices to info@apiway.ai with the subject line “Notice of dispute”, including the User’s name, account email, a description of the dispute, and the relief sought; ApiWay sends notices to the account email on file. Limitation periods are paused while this procedure runs.

13.3. Consumers outside the United States. If you are a Consumer who does not reside in the United States, §§13.5–13.10 do not apply to you. You may bring proceedings in the courts of the country where you habitually reside or in the courts located in the State of Delaware, and ApiWay may bring proceedings against you only in the courts of the country where you habitually reside.

13.4. Business Users outside the United States. If you are a Business User that is not organized in, and does not have its principal place of business in, the United States, §§13.5–13.10 do not apply, and any dispute shall be brought exclusively in the state or federal courts located in the State of Delaware, USA; the Parties consent to personal jurisdiction and venue there and waive any right to a jury trial to the extent permitted by law.

13.5. Binding individual arbitration for United States users. If you reside in the United States, or you are a Business User organized in or with its principal place of business in the United States, then, except as provided in §13.6, you and ApiWay agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Privacy Policy, or the Service (including its formation, scope, and enforceability, except as §13.10 reserves to a court) will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules if you are a Consumer, or its Commercial Arbitration Rules otherwise, as modified by this Section. The arbitration will be conducted by a single arbitrator, in English, by video conference or on written submissions where the claim is for less than US$25,000, and otherwise in the county where you reside (for a Consumer) or in the State of Delaware (for a Business User). For a Consumer, ApiWay will pay any AAA filing, administration, and arbitrator fees beyond what you would pay to file a claim in court, unless the arbitrator finds the claim frivolous. The arbitrator may award only individual relief, to the extent necessary to provide relief on your individual claim, and judgment on the award may be entered in any court of competent jurisdiction.

13.6. Exceptions. Either Party may (a) bring an individual claim in small-claims court if it qualifies and stays there; (b) seek injunctive or other equitable relief in court for infringement or misuse of intellectual property or for unauthorized access to or abuse of the Service; and (c) bring an issue to the attention of a government agency. A claim for public injunctive relief, where applicable law does not permit it to be waived, will be severed and decided by a court after the individual claims are arbitrated.

13.7. Class-action and jury-trial waiver. You and ApiWay may bring claims against each other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private-attorney-general proceeding. Unless all affected parties agree, the arbitrator may not consolidate more than one person’s claims or preside over any form of class or representative proceeding. If a dispute proceeds in court rather than arbitration for any reason, each Party waives any right to a jury trial to the extent permitted by law.

13.8. Mass arbitration. If twenty-five (25) or more demands for arbitration that are substantially similar are filed against ApiWay by or with the assistance of the same or coordinated counsel or organizations within any ninety (90) day period, they will be administered in batches of up to ten (10) demands, with the next batch proceeding only after the previous batch is resolved, and the AAA Mass Arbitration Supplementary Rules apply where available. The first batch may be decided first so that the result can inform the resolution of the others. Limitation periods for demands in later batches are paused while they wait. A court of competent jurisdiction may enforce this §13.8.

13.9. Thirty-day opt-out. You may opt out of the arbitration agreement in §§13.5–13.8 by emailing info@apiway.ai with the subject line “Arbitration opt-out”, your name, your account email, and a clear statement that you opt out, within thirty (30) days after you first accept these Terms. If your account was created before 2026-10-03, the deadline is 2026-12-02. Opting out does not affect any other part of these Terms; disputes are then decided by the courts located in the State of Delaware, or, for a Consumer, also by the courts where you reside.

13.10. Severability of this Section. If the class-action waiver in §13.7 is found unenforceable as to a claim, that claim (and only that claim) will be severed and decided in court under §13.4 or §13.9, and the arbitration agreement will not apply to it. A court, not the arbitrator, decides any question about the enforceability of §§13.7–13.8 and whether a timely opt-out was made under §13.9. If any other part of §§13.5–13.9 is found unenforceable, the rest remains in effect.

13.11. Changes to this Section. If ApiWay changes §§13.5–13.10 after you accepted them, you may reject the change by notice under §13.9 within thirty (30) days after it takes effect, in which case the version you last accepted continues to apply to you. A change never applies to a dispute already notified under §13.2.

13.12. Time bar. §3A.18 applies to claims under this Section.

14.1. The User represents that the Service will not be used in violation of U.S. or other applicable export control and sanctions laws and is not a prohibited party under such laws. ApiWay may refuse, suspend, or stop any payment, payout, or service where needed to comply with those laws, and may ask for information to verify identity or location.

15.1. If any provision is held invalid, the remainder will remain in effect (see also §3A.17).

15.2. Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including power outages, Internet backbone failures, routing system failures, DNS disruptions, DDoS or other attacks, natural disasters, epidemics, war, civil unrest, acts of government, failures or outages of Third-Party Providers, and changes to, restriction of, or withdrawal of third-party platform APIs, permissions, or policies (for example by Google, Meta, Telegram, Shopify, Stripe, or AI model providers), provided reasonable efforts are made to mitigate impact and notify the other party where feasible. This §15.2 does not excuse payment obligations.

15.3. The User may not assign this Agreement without ApiWay’s consent; ApiWay may assign to an affiliate or in connection with a merger, acquisition, or sale of assets, and will notify the User where the assignment affects the User’s rights.

15.4. This Agreement, together with the documents listed in §3A.8, constitutes the entire agreement regarding the Service and supersedes prior or contemporaneous understandings.

15.5. Booking Pages and the Apiway newsletter. A person who books a meeting through a Booking Page published on the Service (apiway.ai/book/…) is offered an optional checkbox, unticked by default, to subscribe to the Apiway newsletter. Ticking it when confirming the meeting adds that person’s name and email address to ApiWay’s newsletter list; leaving it unticked adds nothing. The checkbox is not a condition of the booking, and any subscriber may unsubscribe at any time through the link in every newsletter. How this data is processed is described in the Privacy Policy (section on Booking Pages). A Host publishing a Booking Page acknowledges that this checkbox appears on it.

15.6. Language. These Terms are written in English. Any translation is provided for convenience only; if a translation differs from the English version, the English version prevails, except where mandatory law requires otherwise.

15.7. No third-party beneficiaries. No one other than the User and ApiWay has rights under these Terms, except the ApiWay Parties under §§9 and 10 and Buyers under §16.3.

15.8. Independent parties; interpretation. The Parties are independent contractors. Headings are for convenience only, and “including” means “including without limitation”.

16.1. Status; definitions. The Creator Marketplace has been closed to new listings since 6 September 2026. Existing Marketplace Listings may remain published, and existing Paid Generations, Buyer licences, balances, and payouts continue to be governed by this Section 16 until ApiWay retires the Creator Marketplace entirely, which it will announce under §21. The following definitions apply in this Section:

16.1.1. Creator — a User who published a Reference Photo Set to the Creator Marketplace for use by other Users in AI-generation templates, including (without limitation) the “Styled Photo Set” template.

16.1.2. Co-Creator — (i) any additional individual or entity that contributed to a Reference Photo Set and is designated by the Creator (or by ApiWay under applicable marketplace rules) as entitled to share in the credit allocation generated by use of that set; and/or (ii) any referrer creator entitled to a credit share under the legacy creator referral rules. References in this Section 16 to “Creator” include any applicable Co-Creators.

16.1.3. Buyer — a User who selects a Reference Photo Set in an AI-generation template and submits a generation request that is processed by the Service.

16.1.4. Reference Photo Set — one or more photographs uploaded and published by a Creator that are used by the Service as input references for AI generation.

16.1.5. Marketplace Listing — the published representation of a Reference Photo Set in the Creator Marketplace, including price, metadata, preview images, and availability state.

16.1.6. Generated Output — the AI Output (as defined in §1.11 and §7) produced by the Service when a Buyer’s generation request is processed in whole or in part on the basis of a Reference Photo Set.

16.1.7. Paid Generation — a generation request for which both (a) the applicable credits, fees, or other paid usage allowance have been debited from the Buyer’s account; and (b) the corresponding credit allocation has been recorded by ApiWay in favor of the Creator and any applicable Co-Creators in accordance with ApiWay’s then-current marketplace rules.

16.2. Creator representations and ongoing obligations. By maintaining a Reference Photo Set or a Marketplace Listing, the Creator represents, warrants, and continuously confirms that:

16.2.1. the Creator owns, or has secured, all rights, licenses, consents, model releases, location releases, trademark and trade-dress clearances, and any other permissions necessary for (a) the Reference Photo Set itself; (b) every identifiable individual depicted in it; and (c) every brand, logo, product, artwork, location, or other third-party element shown in it;

16.2.2. such rights and permissions are sufficient to permit ApiWay, the Service, Third-Party Providers, and any Buyer to host, transmit, process, transform, derive AI Output from, sublicense as required for the operation of the Service, and commercially exploit the Reference Photo Set and the resulting Generated Output as described in this Agreement, including the worldwide commercial use by Buyers contemplated by §16.3;

16.2.3. the Reference Photo Set does not infringe, misappropriate, or violate any copyright, trademark, trade dress, patent, design right, database right, publicity right, privacy right, confidentiality obligation, contractual restriction, or any other third-party right, and does not contain unlawful, deceptive, defamatory, or otherwise prohibited content;

16.2.4. as between the Creator and ApiWay, the Creator retains ownership of the underlying Reference Photo Set, subject to the licenses granted to ApiWay (§3A.1) and to Buyers (§16.3); and

16.2.5. the Creator authorizes ApiWay to facilitate the license grant in §16.3 on the Creator’s behalf as a purely technical and administrative function, without making ApiWay a party to, or a guarantor of, that license.

16.3. Buyer’s commercial license to Generated Output. Upon completion of a Paid Generation (as defined in §16.1.7), and subject to the Buyer’s continuing compliance with this Agreement, the Creator (on the Creator’s own behalf and on behalf of any applicable Co-Creators) grants the Buyer a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, fully paid-up license to use, reproduce, display, perform, distribute, modify, adapt, transmit, store, sublicense (as reasonably required for ordinary use, including third-party hosting, advertising platforms, marketplaces, agencies, and contractors acting on the Buyer’s behalf), and otherwise commercially exploit the resulting Generated Output, including for advertising, marketing, social media, e-commerce, print, and any other commercial or non-commercial purpose. This license does not extend to the underlying Reference Photo Set itself or to any other Generated Output not produced from the Buyer’s own Paid Generation. The Buyer obtains no ownership, exclusivity, or trademarkable interest in the Generated Output as against third parties merely by paying for a generation, and other Buyers may receive separate parallel licenses to their own Generated Outputs derived from the same Reference Photo Set. ApiWay is not a party to this license between the Creator and the Buyer; ApiWay facilitates the grant as a technology platform only.

16.3.1. Refunds and reversals. If a Paid Generation is subsequently fully refunded, charged back, voided, fraudulently obtained, or otherwise reversed for any reason, ApiWay and the Creator may terminate the license granted under §16.3 with respect to the Generated Output of that reversed Paid Generation, in which case the Buyer shall promptly cease all use of, delete all copies of, and destroy all derivative works incorporating that Generated Output.

16.4. Withdrawal of a Marketplace Listing; no retroactive revocation. A Creator may at any time withdraw, hide, unpublish, or otherwise deactivate a Marketplace Listing through the Service. Withdrawal prevents new Paid Generations on the basis of that Reference Photo Set from the time the Service records it. Withdrawal does not revoke, terminate, reduce, or otherwise affect any commercial license already granted under §16.3 to any Buyer whose Paid Generation completed before the withdrawal took effect, whether the withdrawal results from (a) the Creator’s withdrawal of the Marketplace Listing; (b) deletion, hiding, or repricing of the listing; (c) suspension, deletion, or termination of the Creator’s account; (d) termination or modification of this Agreement; or (e) any subsequent dispute. For operational, audit, compliance, abuse-prevention, billing, and dispute-resolution purposes, and to give continuing effect to licenses already granted under §16.3, ApiWay may retain the underlying Reference Photo Set after withdrawal, subject to the retention principles described in the Privacy Policy.

16.4.1. Mandatory-law carve-out. Notwithstanding §16.4, where ApiWay, a Creator, or any Third-Party Provider is required by mandatory applicable law to delete, anonymize, restrict, rectify, or otherwise modify a Reference Photo Set or any Generated Output — including under Article 17 of the EU/UK General Data Protection Regulation, the California Consumer Privacy Act/CPRA, the right of publicity of any individual whose likeness appears in the content, a court order, or a regulatory direction — ApiWay may take whatever action is necessary or appropriate to comply. Any resulting impairment of a Buyer’s license to Generated Output is, as between the Buyer and ApiWay, not a breach of this Agreement by ApiWay.

16.5. ApiWay’s status; third-party copying or misuse. ApiWay is a technology platform that facilitates the publication, discovery, AI processing, and delivery of Reference Photo Sets and Generated Output. ApiWay is not the rights-holder, agent, broker, dealer, escrow, fiduciary, joint author, seller, or merchant of record in any dealing between Creators and Buyers, except as a technical conduit for the license grant in §16.3. ApiWay may use automated and human moderation on Marketplace Listings (§7.2) but has no obligation to monitor them and does not guarantee them for legality, accuracy, originality, non-infringement, or fitness for any purpose. ApiWay is not responsible for unauthorized copying, scraping, downloading, republication, misappropriation, or other misuse of any Reference Photo Set, Marketplace Listing, or Generated Output by third parties, on or off the Service. As between ApiWay and the Creator, the Creator is primarily responsible for enforcing rights in a Reference Photo Set; as between ApiWay and the Buyer, the Buyer is primarily responsible for enforcing a license under §16.3. Notices of infringing or illegal content are handled under §19.

16.6. Application of other provisions. Sections 3 (Scope of License and Acceptable Use), 3A (Licence for Legacy Creator Marketplace Content), 6 (Integrations), 7 (AI Features), 8 (No Warranties), 9 (Limitation of Liability), 10 (Indemnification), and 13 (Dispute Resolution) apply in full to the Creator Marketplace, Reference Photo Sets, Marketplace Listings, Paid Generations, and Generated Output.

16.7. Additional indemnification specific to the Creator Marketplace. The indemnification obligations in §10 apply in full and are supplemented (and not limited) by the following, each to the maximum extent permitted by law:

16.7.1. each Creator shall defend, indemnify, and hold harmless the ApiWay Parties from and against any and all third-party claims, demands, investigations, regulatory inquiries, proceedings, and the resulting losses, liabilities, damages, fines, penalties, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and other legal costs) arising out of or relating to (a) any Reference Photo Set or Marketplace Listing submitted, published, withdrawn, or maintained by the Creator; (b) any breach of the Creator’s representations or obligations in §16.2; or (c) any allegation that any of the foregoing infringes, misappropriates, or violates any third-party right or applicable law;

16.7.2. each Buyer shall defend, indemnify, and hold harmless the ApiWay Parties from and against any and all third-party claims, demands, investigations, regulatory inquiries, proceedings, and the resulting losses, liabilities, damages, fines, penalties, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and other legal costs) arising out of or relating to the Buyer’s use, distribution, sublicensing, modification, or commercial exploitation of any Generated Output; and

16.7.3. §10.2 and §10.3 apply to the obligations in this §16.7.

16.8. Liability for Creator Marketplace matters, which earlier versions capped separately here, is governed exclusively by Section 9.

16.9. Notices of alleged infringement or illegal content involving any Reference Photo Set, Marketplace Listing, or Generated Output are handled under Section 19.

16.10. Survival. §§16.2–16.7, 16.13, 16.14, and 16.16 survive any termination, suspension, withdrawal, deletion, or expiration of the Creator’s account, the Buyer’s account, any Marketplace Listing, any Reference Photo Set, or this Agreement, and survive the retirement of the Creator Marketplace.

16.11. The time bar in §3A.18 applies to claims relating to the Creator Marketplace.

16.12. Disputes relating to the Creator Marketplace are resolved under Section 13, including the class-action waiver in §13.7 where it applies.

16.13. No partnership; no fiduciary or agency relationship. Nothing in this Section 16, in the operation of the Creator Marketplace, in the credit allocation between Creator and Co-Creators, or in the facilitation of the license grant in §16.3 creates any joint venture, partnership, agency, employment, franchise, escrow, brokerage, fiduciary, or trust relationship between ApiWay and any Creator, Co-Creator, or Buyer, or between any of them.

16.14. Anti-circumvention; AI-training restriction; tamper-proofing. The Buyer shall not, and shall not authorize, encourage, or enable any third party to: (a) attempt to reverse-engineer, extract, isolate, reconstruct, or recreate the underlying Reference Photo Set, any individual photograph contained in it, or any identifying biometric data of a depicted individual from the Generated Output, the Service’s processing pipeline, or any associated metadata; (b) use the Generated Output, alone or in combination with any other content, to train, fine-tune, evaluate, benchmark, or otherwise develop any artificial-intelligence or machine-learning model, embedding, generator, classifier, or dataset that competes with, substitutes for, or replicates the Service, the Creator Marketplace, the Styled Photo Set template, or any Creator’s distinctive style; or (c) remove, obscure, alter, falsify, or strip any attribution, watermark, signature, content credential, provenance signal, metadata, or other indicator embedded in or associated with the Generated Output. Any violation of this §16.14 is a material breach and entitles ApiWay and/or the Creator, in addition to any other remedies, to (i) terminate the license granted under §16.3 with immediate effect; (ii) require the Buyer to cease all use, delete all copies, and destroy all derivative works of the affected Generated Output; and (iii) recover reasonable costs of enforcement, including attorneys’ fees.

16.15. Operational changes. ApiWay may modify, suspend, restrict, reprice, moderate, or discontinue, in whole or in part, the Creator Marketplace, any Marketplace Listing format, any template that draws on Reference Photo Sets, the credit allocation formula, any payout or redemption schedule, any eligibility, moderation, or compliance rule, and the visibility or ranking of any Marketplace Listing. ApiWay will give notice under §21 before retiring the Creator Marketplace entirely. Balances a Creator has already earned and that are payable under the rules in force when they were earned are not forfeited by such a change.

16.16. Severability of this Section. If any provision of this Section 16 is held invalid, unlawful, or unenforceable in whole or in part, the remaining provisions of Section 16 remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to be enforceable.

16A.1. What Hosted Apps are. App Factory lets a User build an application (a “Hosted App”) with the User’s own coding agent (such as Claude Code, Codex or Cursor, used under the User’s own subscription with that provider) or with an AI coding agent that ApiWay runs on its side on a paid plan, and have ApiWay host it: a container, its own database, an address, sign-in, secrets, logs and backups. ApiWay provides a starter template, instructions for the agent and the hosting. When the User’s own agent writes the code, that agent is not operated by ApiWay. Building with ApiWay’s agent is charged in credits according to the model usage it incurs, within the spending limits shown in the Service.

16A.2. Ownership. As between the User and ApiWay, the code of a Hosted App and the data stored in it belong to the User (the “App Owner”). ApiWay hosts them under the licenses needed to run, back up, restore and display the Hosted App as described in this Agreement. The ApiWay starter template and design kit included in the code are licensed to the App Owner for use in that Hosted App.

16A.3. Responsibility for content and use. The App Owner is solely responsible for what a Hosted App does, for the content it shows and for the data it collects, including obtaining any consents and giving any notices that applicable law requires toward the App Owner’s own users, clients and team. With respect to personal data processed in a Hosted App, the App Owner is the controller and ApiWay acts as a processor (§16A.8).

16A.4. Prohibited apps. A Hosted App must not be used for phishing or impersonation; for collecting other people’s passwords, payment card data or other credentials under false pretenses; for distributing malware or malicious code; for spam or unsolicited bulk messaging; for attacking, scanning or overloading other systems; or for any unlawful purpose. ApiWay may suspend or stop a Hosted App that violates this Section or Section 3, or that endangers the Service or other Users, with or without notice, and may preserve it for investigation.

16A.5. Publishing and plans. Building a Hosted App with the User’s own agent and its preview (visible only to the App Owner) are available without a paid plan, for up to five (5) Hosted Apps; on the free plan a Hosted App is deleted thirty (30) days after its first preview unless a paid plan is started, and the App Owner is notified by email three (3) days before. Publishing a Hosted App at its public address requires an active paid ApiWay plan. When the plan ends, a published Hosted App keeps working until the end of the paid period and is then paused: its address shows that the app is paused, while its code, database and preview are kept. Renewing a paid plan resumes it.

16A.6. Deletion and retention. When the App Owner deletes a Hosted App, it is kept for six (6) months so it can be restored, and is then permanently deleted together with its database, code versions, backups and the materials of its brief. Database backups of a Hosted App are made daily and the last fourteen (14) are kept while the Hosted App exists.

16A.7. No warranty for generated code. Code written by the App Owner’s agent or by ApiWay’s agent is provided as-is; the App Owner reviews and publishes it. Sections 7 (AI Features), 8 (No Warranties), 9 (Limitation of Liability) and 10 (Indemnification) apply in full to Hosted Apps; the App Owner shall indemnify the ApiWay Parties against claims arising out of a Hosted App, its content or its use.

16A.8. End users’ personal data; Data Processing Addendum. For personal data of the App Owner’s own users, clients, visitors and team that a Hosted App collects or stores (“End User Data”), the App Owner is the controller and decides why and how it is processed; ApiWay is the processor and processes End User Data only to run, secure, back up, restore and support the Hosted App on the App Owner’s documented instructions. ApiWay does not sell End User Data, use it for its own purposes, or use it to train AI models. The ApiWay Data Processing Addendum applies to this processing and forms the data processing agreement between the App Owner and ApiWay (including confidentiality, security measures, subprocessors, breach notification, assistance, and deletion); if it conflicts with this Section, the Data Processing Addendum prevails for End User Data. The App Owner is responsible for having a lawful basis for the processing, for its own privacy notice toward its end users and for answering their requests, and shall not use a Hosted App to process special categories of personal data or data of children unless applicable law allows it and the App Owner has put the required safeguards in place.

16A.9. The App Owner’s own terms and privacy notice. Before a published Hosted App collects personal data, takes sign-ups, or accepts payments, the App Owner must publish, within the Hosted App, its own terms of service and privacy notice that identify the App Owner (not ApiWay) as the operator of the Hosted App and explain how to contact it. The App Owner must not present ApiWay as the operator, seller, or provider of the Hosted App’s products or services.

16A.10. Email and SMS sent by a Hosted App. When a Hosted App sends email or SMS through the ApiWay SDK or any other feature of the Service, the App Owner is the sender of those messages, §17 applies to them in full, and they are charged in Credits. The App Owner is responsible for the recipients’ consent, for opt-out handling, and for any registration a carrier or regulator requires for its messages.

16A.11. Payments in a Hosted App. Payments that a Hosted App takes from its users go to the App Owner’s own payment provider account (for example, the App Owner’s own Stripe account). The App Owner is the seller and merchant of record and is solely responsible for its prices, taxes, invoices, refunds, chargebacks, consumer-law obligations, and compliance with its payment provider’s terms. ApiWay is not a party to those transactions.

16A.12. Addresses on apiway.ai. A Hosted App may be served at an address under an ApiWay domain (for example, your-app.apiway.ai) or at a preview address. The App Owner must not choose an address, name, or content that imitates ApiWay or any third party (for example, words such as “login”, “billing”, “support”, or “apiway”, or the names of banks, payment services, or other brands), must not present a Hosted App as a page of ApiWay, and must never ask its users for their ApiWay credentials. ApiWay may refuse, rename, or disable such an address at any time, with or without notice.

16A.13. No third-party beneficiaries. The App Owner’s users, clients, and visitors have no rights against ApiWay under these Terms. The App Owner provides support to them and handles their claims.

17.1. Scope. This Section applies to every message sent through the Service by or for the User, including Email Marketing campaigns, sequences and forms, mail sent from a connected mailbox, scheduled sends and follow-ups, Instagram direct messages sent by automations, Telegram messages sent by bots and assistants, SMS, and email or SMS sent by a Hosted App (§16A.10).

17.2. You are the sender. The User is the sender and initiator of these messages and is responsible for their content, their recipients, and their compliance with law. ApiWay transmits them on the User’s instructions as a service provider.

17.3. Lawful basis and consent. The User must comply with every law that applies to its messages, including the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA) and state telemarketing laws, Canada’s Anti-Spam Legislation (CASL), the GDPR together with the EU ePrivacy rules and the UK Privacy and Electronic Communications Regulations (PECR), and equivalent laws elsewhere. The User must have the consent or other lawful basis each of those laws requires before sending (including express consent for marketing email where CASL or PECR requires it, and prior express written consent for marketing text messages under the TCPA), keep records of that consent, and give those records to ApiWay on request.

17.4. Content of commercial messages. Commercial messages must use accurate sender and header information and non-deceptive subject lines; identify themselves as advertising where the law requires; include a valid postal address of the sender; and include a working, free way to unsubscribe or opt out (for SMS, honoring replies such as STOP). The User must honor every unsubscribe and opt-out promptly, and in any case within the period the law requires, and must not send to an address or number again after it has opted out unless the person gives new consent.

17.5. Prohibited lists. The User must not send to purchased, rented, scraped, harvested, or appended lists, to lists collected by a third party without consent that names the User, to addresses generated by guessing, or to role or trap addresses obtained in any of those ways.

17.6. Sending domains. The User may send only from domains and addresses it owns or is authorized to use, and must complete the authentication the Service requires (such as SPF, DKIM, and DMARC).

17.7. What ApiWay may do. To protect recipients, deliverability, and other users, ApiWay may throttle, pause, or suspend sending; hold or cancel a campaign; require additional verification or authentication; quarantine a list; and add addresses to the User’s suppression list, including when bounce, complaint, or unsubscribe rates exceed ApiWay’s thresholds or the requirements of mailbox providers (for example, Gmail and Yahoo bulk-sender requirements), when a sending provider, mailbox provider, or carrier flags the User’s traffic, or when ApiWay reasonably suspects a breach of this Section. The Service never sends to an address on the suppression list (bounced, complained, or unsubscribed); an address leaves it only when the person gives new consent, for example through a form.

17.8. Responsibility. The User is responsible for any fines, penalties, carrier fees, and claims arising from its messages, and §10 applies to them.

18.1. Plans. The Service offers a free plan and paid plans, described on the pricing page. Each plan includes an allowance of Credits and a set of features. The plan, its price, its billing period, and the fact that it renews automatically are shown to the User before purchase.

18.2. Automatic renewal. Paid plans are subscriptions that renew automatically at the end of each billing period for the same period, and the payment method on file is charged the then-current price at each renewal, until the User cancels.

18.3. Cancelling. The User may cancel at any time in Account settings (Account → Billing → Cancel Subscription) or in the billing portal linked from there. Cancellation takes effect at the end of the current paid period: the plan and its features stay active until then, after which the account moves to the free plan. Except as §18.11 or mandatory law provides, fees already paid for the current period are not refunded. Cancelling a plan does not delete the account (§5.2).

18.4. Price changes. ApiWay will notify the User at least thirty (30) days before a new price applies to the User’s subscription. The new price applies from the next renewal after that notice period; the User may cancel before it applies.

18.5. Plan Credits. The Credits included in a paid plan are reset at the start of each billing period; unused plan Credits do not roll over. The free plan includes a one-time allowance that is not refilled.

18.6. Top-up Credits. Credits bought separately from a plan (top-ups) do not expire while the account remains active. They are forfeited when the account is deleted or terminated, unless mandatory law requires otherwise.

18.7. No cash value. Credits have no cash value, are not money or electronic money, cannot be exchanged for money, and cannot be sold or transferred except between the owner and members of the owner’s workspace as the Service allows. Affiliate balances (§20) and legacy Creator Marketplace balances (§16) are separate from Credits.

18.8. Taxes. Prices exclude taxes unless stated otherwise. The User pays any applicable sales tax, VAT, GST, or similar tax, which ApiWay or its payment provider adds at checkout where required.

18.9. Failed generations. Credits charged for a request that fails without output are returned automatically (§7.10).

18.10. Refunds generally. Fees and consumed Credits are non-refundable except as stated in this Section, as required by mandatory law, or where ApiWay decides to refund (for example, a duplicate charge or a verified technical failure).

18.11. EU, EEA and UK Consumers — right of withdrawal. If you are a Consumer in the European Union, the European Economic Area, or the United Kingdom, you may withdraw from a purchase within fourteen (14) days after it, without giving a reason, by writing to info@apiway.ai. If, at checkout, you expressly asked for the subscription to start immediately and acknowledged that you would lose the right of withdrawal once the digital service or content has been fully provided, then: (a) for a subscription, if you withdraw within the fourteen days you will pay an amount proportionate to what was provided before you told us, and we refund the rest; and (b) for Credits, the right of withdrawal ends once you start using them. Refunds are made to the original payment method within fourteen (14) days after we receive your notice.

18.12. Failed payments. If a renewal payment fails, ApiWay or its payment provider may retry it, and ApiWay may move the account to the free plan or limit paid features until payment succeeds.

18.13. Chargebacks. The User should contact ApiWay before disputing a charge with a bank. If the User starts a chargeback for a valid charge, ApiWay may suspend the account until the dispute is resolved, contest the chargeback, and recover the amount and any fees.

18.14. Purchases through the Shopify App Store. If the User subscribes through the Shopify App Store, Shopify bills the subscription through the User’s Shopify invoice; cancellation, refunds, and billing disputes for those charges are handled through Shopify’s billing under Shopify’s terms, and ApiWay cannot refund them directly.

18.15. Payment processors. Payments are processed by ApiWay’s payment providers (such as Stripe). ApiWay does not store full payment card numbers.

19.1. Scope. This Section applies to content made available outside the User’s own account, including share links (for example, shared files, folders, Rooms, recordings, and screenshots), public pages and profiles, Booking Pages, public forms, rooms created by the Apiway Workspace AI Bot, and published Hosted Apps on ApiWay addresses (§16A.12).

19.2. Your responsibility. The User decides what to share and with whom. Anyone who has a share link can usually open it, and links can be forwarded. The User is responsible for shared and published content, including having the rights and consents it needs (for example, from people who appear in it), and for revoking links that should no longer work.

19.3. Reporting illegal or infringing content. Anyone may report content available through the Service that they believe is illegal or breaches these Terms by email to info@apiway.ai. A report should include: (a) an explanation of why the content is illegal or in breach; (b) the exact address (URL) of the content; (c) the reporter’s name and email address (not required for reports of child sexual abuse material); and (d) a statement that the reporter believes in good faith that the report is accurate and complete. ApiWay acknowledges reports, handles them diligently and objectively, and tells the reporter what it decided.

19.4. Our actions. ApiWay may remove content, disable access to it, restrict its visibility, disable a share link, suspend a Hosted App, sending, or an account, preserve evidence, and report to the competent authorities, where content is illegal or breaches these Terms or where the law requires it.

19.5. Statement of reasons. When ApiWay restricts the User’s content or account, it tells the User, unless the law forbids it or it would compromise safety or an investigation, which action was taken, the facts and the legal or contractual ground relied on, whether automated means were used, and how to contest the decision.

19.6. Complaints and counter-notices. The User may contest a decision within six (6) months by replying to the decision or writing to info@apiway.ai; complaints are reviewed by a person and decided without undue delay, and the User may also use out-of-court dispute settlement or the courts where the law provides. For content removed after a copyright notice, the User may send a counter-notice to the address in §19.7 containing the User’s physical or electronic signature; identification of the removed material and where it appeared; a statement under penalty of perjury that the User has a good-faith belief that it was removed by mistake or misidentification; the User’s name, address, and telephone number; and consent to the jurisdiction of the federal court for the User’s district (or, outside the US, any district in which ApiWay may be found) and to accept service from the complainant. ApiWay may restore the material ten (10) to fourteen (14) business days after receiving a valid counter-notice unless the complainant tells ApiWay it has filed a court action.

19.7. Copyright notices (DMCA). Notices of claimed copyright infringement under 17 U.S.C. §512 should be sent to ApiWay’s designated agent: ApiWay, Inc., Attn: Copyright Agent, Suite S2, 1050 North Third Street, Laramie, Wyoming 82072, USA, info@apiway.ai. A notice must include the complaining party’s physical or electronic signature; identification of the copyrighted work; identification of the allegedly infringing material and its location (URL); the complaining party’s contact information; a statement of good-faith belief that the use is not authorized by the owner, its agent, or the law; and a statement, under penalty of perjury, that the information is accurate and that the complaining party is authorized to act for the owner. Under 17 U.S.C. §512(f), anyone who knowingly misrepresents that material is infringing, or was removed by mistake, may be liable for damages.

19.8. Repeat infringers. ApiWay terminates, in appropriate circumstances, the accounts of Users who repeatedly infringe the rights of others.

19.9. Child sexual abuse material and non-consensual intimate imagery. ApiWay has zero tolerance for child sexual abuse material (including AI-generated or altered material), for any sexualized depiction of a minor, and for intimate images of a real person shared or created without that person’s consent (including synthetic “deepfake” imagery). ApiWay removes such content, terminates the accounts involved, preserves the data the law requires, and reports apparent child sexual exploitation to the National Center for Missing & Exploited Children (NCMEC) as required by 18 U.S.C. §2258A, and to other competent authorities.

19.10. Removal of non-consensual intimate images (TAKE IT DOWN Act). A person shown in an intimate image published through the Service without their consent, or someone authorized to act for them, may request its removal by email to info@apiway.ai with the subject line “Removal request — intimate image”, including a physical or electronic signature, information sufficient to locate the image (such as its URL), a brief statement of good-faith belief that it was published without consent, and contact information. ApiWay removes the image within forty-eight (48) hours after receiving a valid request and makes reasonable efforts to remove known identical copies.

19.11. Authorities. ApiWay acts on orders from competent judicial or administrative authorities as the law requires, and informs the authority of the effect given to the order.

19.12. Misuse. ApiWay may stop processing reports from anyone who frequently submits manifestly unfounded reports, after a warning.

20.1. Joining. The Affiliate Program is optional and open to Users who meet §2A.2. ApiWay may accept or refuse any participant. The current rates and rules are shown in the affiliate dashboard in the User’s account; this Section governs them.

20.2. Independent contractor. An affiliate is an independent contractor, not an employee, agent, partner, or representative of ApiWay, and may not make commitments or statements on ApiWay’s behalf.

20.3. Commissions. An affiliate earns thirty percent (30%) of the contribution margin of the accounts it refers directly, and ten percent (10%) of the contribution margin of the accounts referred by the affiliates it referred (one level up). “Contribution margin” means the amounts ApiWay actually collects from the referred account, after discounts and excluding taxes, minus the direct third-party costs of what that account used (such as AI, email, and SMS provider costs); payment processing fees are not deducted. A referral counts only when ApiWay’s records attribute the account to the affiliate’s link or code; ApiWay’s records decide attribution.

20.4. Hold period; reversals; clawback. Each commission is held for thirty (30) days after the underlying payment. Commissions on payments that are refunded, charged back, disputed, or found fraudulent are reversed; if a reversed commission was already paid, ApiWay may offset it against future commissions or ask the affiliate to repay it.

20.5. Payouts. An affiliate may request a payout in the affiliate dashboard once its withdrawable balance reaches twenty-five US dollars (US$25). Payouts are made in US dollars by PayPal, bank transfer, or another method ApiWay accepts, to the destination the affiliate provides; fees charged by the affiliate’s bank or payment service are the affiliate’s. Before paying, ApiWay may require identity verification and tax documentation (for example, IRS Form W-9 or W-8BEN), and may withhold tax where the law requires. The affiliate is responsible for its own taxes.

20.6. Disclosure. An affiliate must clearly and conspicuously disclose its financial relationship with ApiWay wherever it promotes the Service (for example, “I earn a commission if you sign up”), as required by the U.S. FTC Guides Concerning the Use of Endorsements and Testimonials and equivalent laws elsewhere, and may make only truthful claims about the Service that are consistent with ApiWay’s own materials.

20.7. Prohibited promotion. An affiliate must not: (a) send spam or unsolicited messages, or promote in breach of §17; (b) bid on, or use in ads, domain names, or social handles, “Apiway” or any confusingly similar term; (c) refer itself, or accounts it owns or controls (§3A.11); (d) use cookie stuffing, forced clicks, fake accounts, or misleading coupon or deal sites; (e) offer incentives for sign-ups without ApiWay’s written approval; (f) impersonate ApiWay; or (g) promote the Service alongside illegal content.

20.8. Breach. If an affiliate breaches this Section, ApiWay may withhold or reverse the commissions connected with the breach, end the affiliate’s participation, and claw back amounts paid because of it.

20.9. Sanctions and verification. ApiWay does not pay persons or destinations subject to sanctions (§14), and may refuse or delay a payout until identity and eligibility are verified.

20.10. Changes. ApiWay may change the rates, hold period, minimum payout, or rules of the Affiliate Program, or end it, prospectively and with notice under §3A.12. Commissions earned before a change are paid under the rules in force when they were earned; if the program ends, withdrawable balances at or above the minimum are paid out.

20.11. Legacy creator referrals. Credit-based payouts under the legacy creator referral rules tied to the Creator Marketplace are governed by Section 16 and are not part of this Affiliate Program.

21.1. How ApiWay notifies you. ApiWay gives notices by email to the account email, by notifications inside the Service, or by posting on the Site. Changes to these Terms are posted on the Site and, for material changes, also notified by email or by a notice in the Service, for example a prompt when you next sign in (§3A.12). An email notice is treated as received when sent, unless ApiWay learns it was not delivered; a notice in the Service when it is shown to you; a posted notice when posted.

21.2. How you notify ApiWay. Legal notices, notices of dispute, arbitration opt-outs, and withdrawal notices: info@apiway.ai. Privacy requests: info@apiway.ai. Reports of illegal content, abuse, or a compromised account: info@apiway.ai. A notice to ApiWay is effective when received.

21.3. Electronic communications and contracting. The User agrees to receive notices and agreements electronically and to enter into this Agreement electronically (§2A.7), and agrees that they satisfy any legal requirement that they be in writing or signed, including under the U.S. E-SIGN Act. The User must keep the account email current.

21.4. Points of contact. The addresses in §21.2 are also ApiWay’s points of contact for users and for authorities under the EU Digital Services Act; communications may be in English.

22.1. ApiWay, Inc., a Delaware corporation (Delaware, USA) — info@apiway.ai.

22.2. Postal address: Suite S2, 1050 North Third Street, Laramie, Wyoming 82072, USA.