Reactorby Agencer
Reactor Terms of Use
Draft for legal review by Agencer Inc. Effective on the date it is published at reactor.agencer.ai/terms.
1. Who we are and what you are agreeing to
These Terms of Use (the "Terms") are an agreement between Agencer Inc., a Delaware corporation ("Agencer", "we", "us"), and the person or organization that creates an account ("you"). They govern your use of the Reactor API, its dashboard, its documentation and any related services (together, the "Service").
By creating an account, using an API key, or sending a request to the Service, you agree to these Terms and to the Privacy Policy. If you are acting for an organization, you confirm that you have authority to bind it, and "you" means that organization.
If you do not agree, do not use the Service.
2. What the Service does
The Service is a hosted API. Your software sends requests to our address using an API key we issue. For each request, the Service forwards the request to one of the model providers you have configured, using credentials you supplied, and returns the provider's response to you. You configure two such destinations, which the Service calls your top gear and your low gear. The Service decides, request by request, which of the two handles the request, meters what happened, and shows you the result on your dashboard.
The Service does not include the models themselves. The models are supplied by the providers you choose, under your own agreements with them, and their availability, pricing and conduct are theirs, not ours.
We may change how the Service works, add features, or remove features, as long as the Service continues to do substantially what this section describes.
3. Accounts, keys and your provider credentials
Your account. You must be at least 18 and give accurate contact and billing information. You are responsible for everything done through your account and your keys, whether or not you authorized it, until you tell us the key is compromised and we have had a reasonable time to act. Keep your sign-in details and your Reactor keys secret.
Reactor keys. We issue API keys to you. You may mint, label and revoke them from the dashboard. A key stops working when you revoke it, when its spend cap is reached, when your credit balance is exhausted, or when your account is suspended.
Provider credentials. To use the Service you give us credentials for the model providers you choose. You confirm that you are entitled to use those credentials and those providers for this purpose, and that your use complies with each provider's terms. We store your credentials encrypted, use them only to make requests to that provider on your behalf as part of the Service, and never share them with anyone. You may replace or remove them at any time. Revoking a credential at the provider stops our use of it at once.
Provider charges are yours. The providers bill you directly for the requests the Service makes with your credentials. We do not resell, mark up or guarantee provider pricing, and we are not responsible for a provider's charges, outages, rate limits or changes.
4. Fees
Prepaid credits. The Service is paid for with prepaid credits, bought in US dollars through our payment processor. Credits are not money, earn no interest, cannot be transferred, and can be used only for the Service. The minimum purchase is shown at checkout. If you turn on auto-reload, we charge your payment method for the reload amount whenever your balance falls under the floor you set.
The monthly charge. Once per calendar month we deduct from your credits the greater of (a) your plan's monthly minimum and (b) your plan's share of that month's Savings. The two numbers for your plan, and any promotion that changes them for a period, are shown on your dashboard before you buy credits and on every charge.
Savings. For each request the Service answers from your low gear, the Saving is the price your top gear would have charged for the same number of input and output tokens, at that provider's published list price on the day, minus the price your low gear charged for them. A month's Savings is the sum of those amounts. Requests answered by your top gear produce no Saving. The dashboard shows every request behind the number so you can recompute it. Our calculation is final unless you report an error within 30 days of the charge; we correct any error we confirm.
When the balance runs out. If your balance cannot cover a request, the Service stops answering your keys until you add credits. We may keep a small negative balance and deduct it from your next purchase.
Expiry. Credits expire 12 months after the date of purchase, oldest first, and expired credits are removed from your balance. We show the expiry date of each purchase on your dashboard.
Refunds. Credits are non-refundable except where the law requires a refund, or where we confirm a billing error or a failure of the Service on our side. In those cases we refund the affected amount to your original payment method or as credits, at your choice.
Promotions and changes. We may offer promotional terms, such as a period with no monthly minimum, and we may change our prices or the share. A change never applies to a month that has already been charged. We give you at least 30 days' notice of a price increase by email and on the dashboard; if you do not accept it, you may close your account before it takes effect and we refund your unused credits.
Taxes. Prices exclude taxes. You are responsible for any sales, use, VAT or similar taxes, which we add where we are required to collect them.
5. Acceptable use
You may use the Service only for lawful purposes and only in ways these Terms allow. You will not, and will not let anyone else:
send content that is unlawful, that infringes anyone's rights, or that you have no right to send;
use the Service in a way that breaks the terms of a model provider you have configured;
probe, scan, overload or interfere with the Service, or get around a rate limit, a spend cap or a suspension;
share a Reactor key with a third party, or resell or sublicense access to the Service, without our written agreement;
use the Service to build or train a product that competes with it;
attempt to discover, reverse engineer, decompile, extract, infer or reconstruct how the Service decides which of your two gears handles a request, including by systematic probing, by analysis of the Service's timing or outputs designed for that purpose, or by any other means. This is the one part of the Service we do not disclose, and it is protected by patent applications, trade secret law and this agreement.
You may measure the Service on your own workloads and publish what you find, including cost, latency and quality comparisons, as long as the publication is accurate, identifies the models and the date, and does not describe or speculate about the mechanism above.
We may set and change rate limits, request-size limits and other technical limits. We publish the current ones in the documentation.
If you find a security problem, tell us at security@agencer.ai before telling anyone else, and give us a reasonable time to fix it.
6. Your content and our Service
Your content. The requests your software sends and the responses it receives ("Content") are yours. We claim no ownership of them. You give us a licence to receive, store, process, forward and return Content only as needed to provide, operate, secure, meter and support the Service, and to comply with the law. That licence ends when the Content is deleted under the Privacy Policy, except for copies kept for legal, tax or security reasons.
Our Service. The Service, its software, its documentation, its dashboard, its designs and its names are ours or our licensors', and are protected by copyright, trademark, patent and trade secret law. You get a limited, revocable, non-exclusive, non-transferable right to use the Service under these Terms, and nothing else. "Reactor" and "Agencer" are trademarks of Agencer Inc.; do not use them without our written permission except to say that you use the Service.
Feedback. If you send us suggestions or feedback, we may use them without any obligation to you.
Service data. We keep records of how the Service is used: token counts, gear, latency, status, timing and similar operating data ("Service Data"). Service Data is ours. We use it to run, meter, secure and improve the Service, and we may publish statistics drawn from it that do not identify you or your Content.
7. Data, privacy and confidentiality
Our Privacy Policy explains what we collect, what we keep, for how long, and how to have it deleted. It is part of these Terms.
You are responsible for the Content you send. If it includes personal data, you are its controller and we process it on your instructions as described in the Privacy Policy. If you need a data processing agreement, ask us at privacy@agencer.ai.
Each side will keep the other's confidential information secret and use it only for this agreement. Ours includes everything about how the Service works that is not public. Yours includes your Content and your credentials. Neither side has to keep secret what is already public, what it already knew, or what it must disclose by law, provided it gives notice where the law allows.
8. Export controls and government requirements
The Service, and the technology behind it, may be subject to United States export control and sanctions laws. You confirm that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive US sanctions, that you are not on any US government restricted-party list, and that you will not use the Service for any purpose prohibited by US law, including in connection with weapons.
There is a process underway with the Department of Commerce on potential export controls. We may modify, restrict, suspend or withdraw the Service, in whole or in part, for some or all customers, at any time and without liability, where we reasonably believe it is required to comply with export control laws, a licence condition, a government request or order, or any other legal requirement. We will tell you as much as the law allows, as soon as we reasonably can, and we will refund unused credits if the Service is withdrawn from you for this reason.
You will not export, re-export or transfer the Service, or any technical information about it, in violation of these laws, and you will not attempt to obtain such information from the Service or from us.
9. Availability, warranties and liability
Availability. We aim to keep the Service available at all times but do not promise it. Maintenance, provider outages, network failures and events outside our control can interrupt it. We publish status at status.agencer.ai.
No warranty. The Service is provided "as is" and "as available". To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty about the accuracy, quality or safety of any model's output. Model outputs are produced by the providers you chose; review them before you rely on them.
No promise of savings. The Service reports the Savings it measures. We do not promise that any particular saving, percentage or outcome will occur for your workload.
Limitation of liability. To the fullest extent the law allows, neither side is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, however caused. Our total liability for all claims arising out of or related to the Service in any 12-month period will not exceed the fees you paid us for the Service in that period. These limits do not apply to a side's breach of section 7 (confidentiality), your breach of section 5 (acceptable use), a side's indemnity obligations, or liability that cannot be limited by law.
Indemnity. You will defend and indemnify us against claims, damages and costs (including reasonable legal fees) arising from your Content, your use of the Service in breach of these Terms, or your breach of a provider's terms. We will defend and indemnify you against third-party claims that the Service itself, used as permitted, infringes that third party's US patent, copyright or trademark, except where the claim arises from your Content, your models or your modifications. Each side must notify the other promptly and let it control the defense.
10. Suspension, termination and the rest
Suspension. We may suspend your keys or your account at once if we reasonably believe you have breached section 5, that your account is compromised, that your use threatens the Service or other customers, or that suspension is required by law. We tell you why, unless the law forbids it, and we lift the suspension when the cause is gone.
Termination. You may close your account at any time from the dashboard. We may terminate this agreement on 30 days' notice for any reason, or at once for a material breach you do not cure within 10 days of notice. On termination your keys stop, Content is deleted under the Privacy Policy, step records and charges are kept as long as tax and accounting law requires, and unused credits are refunded where section 4 or the law says so. Sections 4 to 10 survive termination where their nature requires it.
Changes to these Terms. We may change these Terms. For material changes we give at least 30 days' notice by email and on the dashboard. Using the Service after the change takes effect means you accept it; if you do not, close your account before that date.
Governing law and disputes. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute will be resolved in the state or federal courts located in Delaware, and both sides consent to their jurisdiction. Either side may seek an injunction in any court to protect its confidential information or intellectual property.
General. These Terms and the Privacy Policy are the whole agreement between us about the Service. If a part is unenforceable, the rest stands. Neither side is liable for delay caused by events outside its reasonable control. You may not assign this agreement without our consent; we may assign it to an affiliate or a successor. Notices to you go to the email on your account; notices to us go to legal@agencer.ai. No waiver is effective unless written.
Contact. Agencer Inc. · legal@agencer.ai · support@agencer.ai.