# Terms of Service Source: https://docs.serenityedge.ai/terms/terms-of-service/ > **Document control** > > | Field | Value | > | --- | --- | > | Version | 1.1 | > | Effective date | 17 October 2026 | > | Last revised | 17 October 2026 | > | Approved by | Substrate Artificial Inteligence, S.A. | > | Contracting entity | Substrate Artificial Inteligence, S.A. | > > The full version history is available in the [Legal document changelog](https://docs.serenityedge.ai/terms/changelog/). ## Preamble Welcome to Serenity Edge, brought to You by Substrate AI. Serenity Edge is an inference API that gives organisations of any size access to large language models served from Substrate AI's own infrastructure in Spain, through an interface compatible with the OpenAI Chat Completions API. ### Our Services Serenity Edge comprises: - The **API**: the programmatic interface available at `https://api.serenityedge.ai/v1`, which exposes the `/v1/chat/completions` and `/v1/models` endpoints and is described in the Documentation. - The **Model catalogue**: the Open Models and the Orion Models that the API serves, as listed at any given time in the Documentation and by the `/v1/models` endpoint. - The **Documentation**: the public documentation available at [https://docs.serenityedge.ai](https://docs.serenityedge.ai/), including the API reference and the release notes. ### Parties These Terms of Service are entered into by and between Substrate Artificial Inteligence, S.A., a company incorporated under the laws of Spain and listed on BME Growth, with Spanish tax identification number (NIF) A98306228, registered with the Commercial Registry of Toledo under Section 8, Sheet TO-48960, unique registry identifier (IRUS) 1000310248756, with its registered office at Avenida Real Fábrica de Sedas 28, 45600 Talavera de la Reina (Toledo), Spain ("**Substrate AI**", "**We**", "**Us**" or "**Our**") and any person who uses, accesses or contracts the Services ("**You**" or the "**Customer**"). A person who uses the Services only through a Platform that resells them does not become a Customer, or accept this Agreement, merely by doing so: that person's relationship is with the Platform, as described in Section 4.2.1. ### What these Terms of Service cover These Terms of Service apply to every use of Serenity Edge, whichever route You use to reach it: through a Platform, with a Serenity Star Account, or under an Enterprise Agreement. In addition, (i) the Acceptable Use Policy forms part of these Terms of Service, (ii) if You are a Commercial Customer, Your use of the Services is also subject to the Data Processing Agreement, (iii) some features may be subject to Additional Terms and (iv) if You have signed an Enterprise Agreement, that agreement prevails over these Terms of Service to the extent set out in Section 2.2. ## 1\. Definitions The capitalised words in this document shall have the meaning set forth below: - **"Acceptable Use Policy"**: means the policy available [here](https://docs.serenityedge.ai/terms/acceptable-use/), which sets out the uses of the Services that are prohibited and forms part of these Terms of Service. - **"Account"** or **"Serenity Star Account"**: means the account on the Serenity Star platform through which You may obtain API Keys and Credits for the Services, as described in Section 4.2.2. - **"Additional Terms"**: means the additional terms for a Service, a Model or a feature that govern Your use of that Service, Model or feature, including the terms attached to a Preview Feature. - **"Agreement"**: means collectively (i) these Terms of Service, (ii) the Acceptable Use Policy, (iii) the Additional Terms, (iv) where applicable, the Data Processing Agreement, (v) where applicable, the Enterprise Agreement and (vi) all materials referred or linked to in the above-mentioned documents, as may be amended from time to time. - **"API"**: means the Serenity Edge application programming interface available at `https://api.serenityedge.ai/v1`, together with any successor address that We publish in the Documentation. - **"API Key"**: means the secret credential issued to You that authenticates Your requests to the API. - **"Applicable Data Protection Law"**: means any applicable national, EU or other privacy, data security or data protection law or regulation, including, to the extent applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the **"GDPR"**) and Spanish Organic Law 3/2018 of 5 December on the Protection of Personal Data and the guarantee of digital rights (the **"LOPDGDD"**). - **"Authorised Users"**: means a Commercial Customer's employees and/or independent contractors, allowed by the Commercial Customer to access and use the Services, subject to the Authorised Users' compliance with this Agreement. - **"Commercial Customer"**: means any Customer accessing or using the Services as part of its business or professional operations and that does not act as a Consumer. - **"Consumer"**: means any Customer who is a natural person acting for purposes which are outside their trade, business, craft or profession. - **"Credits"**: means the prepaid balance purchased through a Serenity Star Account, from which the Fees for the requests made with the API Keys of that Account are deducted. - **"Customer Offerings"**: means any of Your products or services, including any applications developed or operated by You, that You make available to End-Users using Our Services or Your Outputs. - **"Data Processing Agreement"**: means the data processing agreement entered into by and between the Commercial Customer and Substrate AI and available [here](https://docs.serenityedge.ai/terms/data-processing-agreement/). - **"Documentation"**: means the documentation of the Services published at [https://docs.serenityedge.ai](https://docs.serenityedge.ai/), including the API reference and the release notes, as updated from time to time. - **"Effective Date"**: means the earlier of (i) the date You first use the Services or (ii) the date You accept these Terms of Service. - **"End-Users"**: means any person who uses the Customer Offerings. - **"Enterprise Agreement"**: means a written agreement for the Services negotiated individually between Substrate AI and a Commercial Customer, which may include a Service Level Agreement, reserved capacity, committed-use pricing and invoicing terms. - **"Feedback"**: means Your feedback pertaining to the Services, the Models or the Outputs, including any identified discrepancies or errors. - **"Fees"**: means the fees paid or payable by You in consideration for the Services, calculated on the tokens processed at the prices published in the Documentation or agreed in an Enterprise Agreement. - **"Input"**: means any data You submit to the API to prompt a Model, including messages, system instructions, documents, tool definitions and tool results. - **"Intellectual Property"**: means all patent rights, copyrights, trademark rights, rights in trade secrets, design rights, database rights, domain name rights, moral rights and any other intellectual property rights (registered or unregistered) throughout the world. Substrate AI's Intellectual Property includes the Orion Models, the Services, the Documentation and any modification or enhancement of each of the foregoing (the **"Substrate AI Intellectual Property"**). - **"Model"**: means any version of any artificial intelligence model made accessible to You through the Services, whether an Open Model or an Orion Model, and the associated documentation as may be updated from time to time. - **"Open Model"**: means a Model published by a third party under an open-weight licence and served by Substrate AI as published, such as the Qwen models listed in the Documentation. - **"Open Model Licence"**: means the licence terms under which the author of an Open Model has published it, as identified in the Documentation. - **"Orion Model"**: means any Model of the Orion family developed, tuned or configured by Substrate AI and made available under the `orion` model identifiers listed in the Documentation. - **"Output"**: means any and all content generated by the Services in response to an Input. For the avoidance of doubt, Output does not include any component or derivative of the Models, including the Model weights or parameters. - **"Parties"**: means You and Substrate AI. In the singular, **"Party"** means one of the Parties. - **"Platform"**: means a third-party router, gateway or marketplace, such as OpenRouter, cortecs or EUrouter, through which You may access the Services, whether the Platform offers them as a marketplace or resells them, as described in Section 4.2.1. The Platforms on which the Services are available, and those on which their onboarding is in progress, are listed at [https://docs.serenityedge.ai/docs/access/channels](https://docs.serenityedge.ai/docs/access/channels/). - **"Platform Partner Addendum"**: means the addendum to the Data Processing Agreement signed between Substrate AI and a Platform, as described in Section 4.2.1 and in clauses 2.3 and 6.5 of the Data Processing Agreement. - **"Preview Feature"**: means any feature, Model or Service that We identify as a preview, beta or early access feature in the Documentation. - **"Request Metadata"**: means the technical information that the Services record about each request, limited to timestamps, token counts, the Model requested, latency, status codes and the identifier of the API Key used. Request Metadata never includes the content of Inputs or Outputs. - **"Serenity Star"**: means the platform operated by Subgen AI Spain, S.L., a company incorporated under the laws of Spain, with Spanish tax identification number (NIF) B40656274, with its registered office at Calle Colón 8, Puerta 2, 46004 Valencia, Spain (**"Subgen AI"**), a group company of Substrate AI. - **"Serenity Star Terms"**: means the terms of use of Serenity Star available at [https://docs.serenitystar.ai/terms/terms-of-use](https://docs.serenitystar.ai/terms/terms-of-use). - **"Service Level Agreement"**: means the availability, latency and support commitments, with their remedies, that may be agreed in an Enterprise Agreement. - **"Services"**: means Serenity Edge, that is, any and all services provided by Substrate AI to You under this Agreement, including the API, the Models and the Documentation. - **"Support"**: means the support services provided by Substrate AI to the Customer under this Agreement. - **"Term"**: means the term of this Agreement as set forth in Section 13.1 (Duration) of these Terms of Service. - **"Terms of Service"**: means these terms of service. - **"User Data"**: means Your Inputs, Outputs and Feedback. ## 2\. Purpose and scope ### 2.1. Purpose **Purpose.** The purpose of this Agreement is to describe the rights and responsibilities of the Parties in connection with the provision and use of the Services. ### 2.2. Scope and contractual documents **Scope.** These Terms of Service apply to any access to or use of the Services by You, including access through a Platform, with a Serenity Star Account or under an Enterprise Agreement. **Additional Terms.** Some Services, Models or features may be subject to Additional Terms. By accessing or using a Service, Model or feature covered by Additional Terms, You also agree to such Additional Terms. **Hierarchy.** In case of any conflict or discrepancy between the documents that form the Agreement, the following order of precedence applies: (i) the Enterprise Agreement, where one has been signed; (ii) the Additional Terms; (iii) the Data Processing Agreement, in respect of the processing of personal data; (iv) these Terms of Service, including the Acceptable Use Policy; and (v) the Documentation. **Third-party terms.** Where You access the Services through a Platform, Your relationship with the Platform is governed by the Platform's own terms, as described in Section 4.2.1. Where You use a Serenity Star Account, the Account itself is governed by the Serenity Star Terms, as described in Section 4.2.2. Neither set of terms modifies this Agreement as regards the Services. ## 3\. Acceptance **General principle.** By accessing or using any of Our Services, You accept this Agreement, save where You use them only through a Platform that resells them, as described in Section 4.2.1. You must read this Agreement carefully before using any of the Services. We recommend that You download this Agreement, print it and keep a copy. By clicking on "I agree" (or any similar button or checkbox) where one is presented to You, by sending a request to the API with an API Key issued for the Services, or by signing an Enterprise Agreement that refers to these Terms of Service, You expressly agree to be bound by this Agreement. **Agreement on behalf of another person.** If You agree to be bound by this Agreement on behalf of Your employer or another legal entity, You warrant and represent that You possess the authority to act and accept such terms on their behalf. In such a case, the words "You" or "Customer" in this Agreement will refer to Your employer or that other legal entity. ## 4\. Access to Our Services ### 4.1. What You need to access and use Our Services **Capacity.** You must have the legal capacity to enter into this Agreement. Where You access the Services with a Serenity Star Account, the age and capacity requirements of the Serenity Star Terms apply to the creation of that Account. Where You access the Services through a Platform, the Platform's requirements apply to Your account with it. **Technical requirements.** You need software capable of sending HTTPS requests to the API, such as an OpenAI-compatible client library, and an internet connection. Depending on the features You use, some additional technical requirements may apply, as further described in the Documentation. You are responsible for ensuring that You comply with the foregoing technical requirements to use the Services effectively. **Costs.** Unless otherwise stated, You are solely responsible for any costs that You incur in complying with the technical requirements. ### 4.2. Access routes The Services can be reached through three routes. The route You choose determines who issues Your credentials and who invoices You; it does not change the Services, the Models or the data policy described in Section 6. #### 4.2.1. Through a Platform **Platforms.** Substrate AI offers the Services as a provider on Platforms, on each Platform from the moment that Platform enables this route. The agreement that Substrate AI has signed with a Platform governs the relationship between Substrate AI and that Platform, and the Platform's own terms govern its relationship with You. A Platform forwards Your requests to the API and returns the Outputs to You, either as a marketplace or as a reseller. **Marketplace.** Where You choose Substrate AI as the provider on a Platform and contract with the Platform for access and billing, Your account with the Platform, its credentials, its rate limits, the prices and fees charged by the Platform and the payment of those fees are governed exclusively by Your contract with the Platform. The Platform meters Your usage and bills You for it; Substrate AI does not issue API Keys to You, hold Credits for You or invoice You for those requests. The Platform is not a party to this Agreement and Substrate AI is not a party to Your contract with the Platform. This Agreement, the [Privacy Policy](https://docs.serenityedge.ai/terms/privacy-policy/) and, where You are a Commercial Customer, the Data Processing Agreement, as set out in its clause 2.3, apply to You from the moment the Platform forwards Your request to the API, save for the provisions that presuppose an API Key, Credits or an invoice issued by Substrate AI or Serenity Star. **Reseller.** A Platform may resell the Services in its own name only under a reseller agreement and a Platform Partner Addendum, both signed with Substrate AI. The Platform is then Substrate AI's Customer under this Agreement and, through the Platform Partner Addendum, the Customer under the Data Processing Agreement, with Substrate AI as its sub-processor; no contractual relationship arises between You and Substrate AI solely because You access the Services through that Platform. The Platform must bind You to restrictions at least as protective as the Acceptable Use Policy and the Open Model Licences, and Substrate AI may suspend the Platform's API Keys in case of misuse. **Data on the Platform leg.** The Platform processes Your request under its own terms and data policy before forwarding it to Substrate AI, and is not a sub-processor engaged by Substrate AI. Where You are a Commercial Customer and contract with a Platform as a marketplace, You are responsible for that leg, including any transfer of personal data outside the European Economic Area that it entails. From the moment the request reaches the API, the data policy in Section 6 applies. #### 4.2.2. With a Serenity Star Account **Serenity Star as the operator of Accounts.** You may obtain API Keys and purchase Credits for the Services through a Serenity Star Account. The creation and management of the Account, the issuance and revocation of API Keys, the sale of Credits, the metering of Your usage against Your Credits and the issuance of invoices are operated by Subgen AI, a group company of Substrate AI, acting for Substrate AI, under the Serenity Star Terms. **Two sets of terms.** The Serenity Star Terms govern Your Account and Your relationship with Subgen AI as operator of that Account. This Agreement governs the Services. In case of conflict concerning the Services, this Agreement prevails; in case of conflict concerning the Account, the Serenity Star Terms prevail. **Accuracy of information.** In creating Your Account, You must provide complete and accurate information and promptly update the information on Your Account if any changes occur. You must keep Your Account credentials secure and strictly confidential. **Restrictions.** You may not create an Account on behalf of another individual or entity without that individual's or entity's prior authorisation, nor share Your Account with any other person without the prior written authorisation of Subgen AI, except as the Serenity Star Terms allow within a workspace. **Deletion of Your Account.** You may delete Your Account, and the API Keys attached to it, in accordance with the Serenity Star Terms. Deletion of the Account terminates this Agreement in respect of the requests made with those API Keys, subject to Section 13 (Term, suspension and termination). #### 4.2.3. Under an Enterprise Agreement **Enterprise Agreement.** A Commercial Customer may contract the Services under an Enterprise Agreement negotiated individually with Substrate AI. The Enterprise Agreement may provide for reserved capacity, a Service Level Agreement, committed-use pricing, higher rate limits, invoicing terms and audit provisions, and is the only route through which a Service Level Agreement is available. **Relationship with these Terms.** These Terms of Service apply to the Services under an Enterprise Agreement except to the extent that the Enterprise Agreement expressly provides otherwise, in which case the Enterprise Agreement prevails as set out in Section 2.2. ### 4.3. API Keys **Issuance.** API Keys are issued through Your Serenity Star Account or under Your Enterprise Agreement. Each API Key identifies Your Account or Your organisation for the purposes of authentication, rate limiting and billing. **Confidentiality.** You must keep Your API Keys secret. You must not embed an API Key in client-side code, publish it, share it outside Your organisation or use it for the benefit of a third party unless agreed otherwise in a separate contract with Us. We recommend that You create one API Key per application or environment so that You can rotate or revoke each of them independently. **Responsibility.** You are solely responsible for any request made with Your API Keys, whether that request was made by You or not, and for the Fees generated by those requests. Substrate AI does not commit to monitoring which individual is using Your API Keys. **Compromise.** You must revoke an API Key immediately if You suspect that it has been disclosed to an unauthorised person, and notify Us at [contact@substrate.ai](mailto:contact@substrate.ai) or through Your Account as soon as You become aware of any (suspected or confirmed) unauthorised or fraudulent use of an API Key. **Revocation by Substrate AI.** Substrate AI reserves the right to revoke or suspend an API Key if Substrate AI suspects or determines that it may have been used for an unauthorised purpose or in breach of this Agreement. Suspension of an API Key is subject to Section 13 (Term, suspension and termination) of these Terms of Service. ## 5\. Your use of Our Services ### 5.1. Description of Our Services **Our Services.** The API allows You to send Inputs to a Model and receive Outputs through the `/v1/chat/completions` endpoint, and to list the available Models through the `/v1/models` endpoint. The features supported by each Model, such as streaming, tool calling, structured outputs and reasoning, are described in the Documentation, as updated from time to time. **Compatibility.** The API is designed to be compatible with the request and response format of the OpenAI Chat Completions API, so that client libraries written for that format can be used with the Services. Compatibility describes the interface only. Substrate AI is not affiliated with, endorsed by or acting on behalf of OpenAI, and the Services do not give access to OpenAI's models. **Model catalogue.** The Services serve two families of Models. Open Models are published by third parties under an Open Model Licence and are served as published, under their own model identifiers. Orion Models are made available by Substrate AI under the `orion` model identifiers and may resolve to Substrate AI's own serving configuration of an Open Model or, in the future, to Models developed or fine-tuned by Substrate AI. The Documentation states, for each model identifier, which Model it resolves to at any given time. **Restrictions.** Certain Services may be subject to any of the following restrictions: - **Access restrictions.** Certain Models or features may not be available on every access route or to every category of Customer. These restrictions are described in the Documentation. - **Rate limits and capacity.** Every API Key is subject to rate limits, expressed in requests and tokens per period of time, as described in the Documentation. A request that exceeds a rate limit is rejected with HTTP status code 429 and a header indicating when the request may be retried. During periods of high demand, the API may reject requests with HTTP status code 503 rather than degrade the Services for every Customer. Higher rate limits and reserved capacity may be agreed in an Enterprise Agreement. - **Input restrictions.** Inputs are subject to the context window, output length and format limits stated in the Documentation. A request that exceeds those limits is rejected. You acknowledge and agree that non-compliance with the Input restrictions may render the Services unable to perform as intended. **Evolution of the Services.** Subject to the applicable Additional Terms and to any Enterprise Agreement, We reserve the right to modify, update or enhance Our Services. Such modifications may include debugging, feature additions or removal, enhancements or alterations to improve Service quality. We will use commercially reasonable efforts to preserve the compatibility of the API with existing integrations and will announce changes in the release notes, without guaranteeing the absence of breaking changes. You agree that We are not obligated to maintain or provide prior features, functionalities or Services following modifications, updates or upgrades, unless otherwise stated. **Model versions.** We may add, update or retire Models and Model versions. An update to the Model served under a given model identifier may cause the same Input to produce a different Output. We will announce updates to the Models served under the `orion` identifiers in the release notes in advance and will keep the version of the corresponding Open Model available under its own identifier for the period stated in the announcement. **Model retirement.** In the event that We elect to retire a Model or a model identifier, We shall provide a minimum notice period of thirty (30) days prior to the retirement, published in the release notes and, where We hold an email address for You, sent to that address. Shorter notice may be given where retirement is required for security or legal reasons, in which case We will give as much notice as is reasonably practicable. You are responsible for ensuring that Your contact information is up to date to receive such notifications. We are not liable for any damages, costs or expenses incurred by You as a result of the retirement of any Model, provided that We have complied with the notice periods set forth above. In any case, You will be able to terminate the Agreement at any time in accordance with Section 13. **Preview Features.** We may, from time to time, offer Preview Features. Preview Features will be identified as such in the Documentation. Preview Features are provided "as is" and "as available" without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Preview Features will be uninterrupted, error-free or free of harmful components. By using the Preview Features, You acknowledge and agree that: - **No guarantee of availability:** We may discontinue, modify or limit the availability of the Preview Features at any time without notice. - **No liability:** To the extent permitted by applicable law, We shall not be liable for any damages, losses or costs arising from or related to Your use of the Preview Features. - **Feedback:** You may be asked to provide Feedback regarding the Preview Features. Section 10.4 (Feedback) applies to such Feedback. While Preview Features are provided "as is", Substrate AI will ensure that Preview Features do not compromise the security or functionality of other Services. ### 5.2. Availability **Availability.** Substrate AI will use commercially reasonable efforts to make the Services available to You 24 hours a day, 7 days a week. However, You acknowledge that, due to various factors, including maintenance, capacity, technical issues or unforeseen circumstances, the Services may experience periods of downtime or reduced capacity. Unless a Service Level Agreement has been agreed in an Enterprise Agreement, Substrate AI does not commit to a specific level of availability, latency or throughput, and will use commercially reasonable efforts to restore the Services promptly. The current and historical availability of the Services is published at [https://status.serenityedge.ai](https://status.serenityedge.ai/). Substrate AI's liability in respect of unavailability of the Services is governed by Section 12 (Liability). **Service credits.** Unless expressly agreed otherwise in an Enterprise Agreement, downtime does not entitle the Commercial Customer to a refund of, or a credit against, any Fees paid or any Credits purchased. **Consumers.** If You are a Consumer, nothing in this Section limits the rights available to You under the applicable law where the Services are not in conformity with the Agreement, including, where applicable, the right to have the Services brought into conformity and the right to a proportionate reduction of the Fees or to terminate the Agreement. Section 15 (Provisions that only apply to Consumers) prevails over this Section. **Exclusions.** In any case, Substrate AI will not be liable for any unavailability of Our Services caused by: - Factors beyond Substrate AI's reasonable control, including any Force Majeure Event, operational difficulties or unforeseen and unintentional temporary interruptions of its services, including but not limited to interruptions of electricity, cooling, computer services or telecommunications, or internet access issues; - Poor transmission due to a failure or malfunction of the transmission networks, including when such transmission is provided by a third-party supplier, including a Platform; - Breach of this Agreement by You or the Authorised Users; - Your non-compliance with the Documentation and/or Your unlawful or unauthorised use of Our Services; - Failure of any third-party service, hardware, software or technology; - Scheduled maintenance work, provided that Substrate AI has duly announced such maintenance work in advance; or - Suspension of Your right to use Our Services. ### 5.3. Support **Support without an Enterprise Agreement.** Support is provided through the Documentation and by email at [contact@substrate.ai](mailto:contact@substrate.ai). We will use commercially reasonable efforts to answer Your requests during standard business hours in Spain. Response times are not guaranteed, and We may prioritise support requests in Our sole discretion. Where You access the Services through a Platform, the Platform provides support for Your account with it; where You use a Serenity Star Account, Serenity Star provides support for the Account, API Key management and Credits. **Support under an Enterprise Agreement.** The support commitments, channels and response times that apply to a Commercial Customer under an Enterprise Agreement are those set out in that agreement. **Support exclusions.** Support does not cover: - Inquiries addressed in the Documentation; - The design, development or debugging of Your Customer Offerings, or the selection of prompts and parameters for Your use case; - Issues arising from third-party services, software, hardware or products or services not provided by Substrate AI, including client libraries and Platforms; - Issues resulting from Your misuse, unlawful or unauthorised use of the Services; or - Support during periods when You have not paid the applicable Fees. **Adaptive maintenance.** Substrate AI may perform adaptive maintenance to keep the Services aligned with current technological and regulatory standards. You acknowledge and agree that this Agreement does not automatically include upgrades and that Substrate AI has no obligation to provide upgrades or to improve the Services, without prejudice to Section 15.3 where You are a Consumer. ## 6\. Your User Data **Responsibility.** You are solely responsible for Your Inputs and for Your use of Your Outputs. **Input ownership.** You represent that You own or have obtained all the rights required to use Your Input. You retain all the rights, including but not limited to all intellectual property rights, in and to Your Input. We do not claim any ownership or intellectual property rights of any kind in and to the Input. **Output ownership.** We do not claim any ownership or intellectual property rights of any kind in and to the Output. As between You and Substrate AI, You own the Output and retain all the rights, including but not limited to all intellectual property rights, that may exist in and to Your Output, subject to the Open Model Licence where the Output is generated by an Open Model and that licence imposes conditions on the use of outputs. **Retention of Inputs and Outputs.** Inputs and Outputs, including tool arguments and tool results, are processed in memory and are never written to disk or logs at any point of the processing pipeline operated by Substrate AI or its sub-processors, and they are not inspected by staff or sampled for quality review. To speed up repeated requests, prompt prefixes may be kept in volatile memory (a cache) for at most twenty-four (24) hours, after which they are automatically evicted. Cached content is never used for training, is not accessible to staff and is never shared across API Keys. The Documentation describes this policy in plain terms; the Data Processing Agreement is its binding expression for Commercial Customers. **No training on User Data.** Substrate AI does not use Your Inputs or Outputs to train, fine-tune, evaluate or otherwise improve any Model, whether an Orion Model or an Open Model, and does not share them with the authors of the Open Models. **Request Metadata.** For each request, the Services record Request Metadata, which never includes the content of the Input or the Output. Request Metadata is kept for ninety (90) days for billing, security, abuse prevention and capacity planning, and is then deleted, save where a longer retention is required by law. **Output restriction.** You must not use the Outputs, or any modified or derived version of the Outputs, to reverse engineer the Services or to extract the weights, parameters or architecture of any Model. **Output similarity.** You agree that, due to the nature of Our Services, if another Customer uses an Input similar to Yours, Our Services may generate an Output similar or identical to Yours. We do not warrant that Your Output is not similar or identical to another Customer's Output. Accordingly, We shall not be obligated to indemnify You against any claim alleging that Your Output is similar to or identical with another Customer's Output. **Output accuracy.** You agree that the Outputs generated by Our Services may be incomplete, not up to date or not entirely accurate. Therefore, when using Our Services, You must: - Assess the accuracy and/or the suitability of the Output to Your needs before using or sharing the Output; - Include in Your Input any instructions or moderation prompts needed to filter or adapt the Output for Your use case, since the Services do not apply content filters to Your requests unless the Documentation states otherwise; and - Check the information generated in the Output and, in any case, not rely on the Output as a unique source of truth and/or information, as safe and inoffensive in every circumstance, or as a replacement for professional guidance. **Output disclaimer.** Substrate AI does not warrant the accuracy, completeness or suitability of Outputs generated by the Services. You acknowledge that: 1. Outputs are provided for informational purposes only and are not a substitute for professional advice. 2. To the extent permitted by the applicable law, and subject to Section 12 (Liability), Substrate AI shall not be liable for any damages arising from reliance on Outputs. If You are a Consumer, this paragraph does not limit the rights available to You under the applicable law. **AI-generated content.** Outputs are generated by a machine. Where You make Outputs available to End-Users or to the public, You are responsible for complying with the transparency obligations that apply to You under Regulation (EU) 2024/1689 (the **"AI Act"**) and any other applicable law, including, where required, informing End-Users that they are interacting with an artificial intelligence system and marking artificially generated content as such. **Feedback.** Section 10.4 (Feedback) applies to any Feedback You provide. ## 7\. Fees, billing and payment **General principle.** The Fees You pay, and to whom You pay them, depend on the access route You use. Please make sure to check this Section and, where applicable, the Serenity Star Terms, the Platform's terms or Your Enterprise Agreement before using the Services. ### 7.1. Fees **Applicable Fees.** The Fees are calculated on the number of tokens processed by each request, at the prices per million tokens published in the Documentation for each Model at the time of the request, with separate prices for input tokens, cached input tokens and output tokens. Reasoning tokens count as output tokens. The number of tokens is the one reported in the `usage` object returned with each response, which is the sole reference for billing. Prices are published in United States dollars. **Taxes.** Unless the price list states otherwise, the prices published for Commercial Customers are exclusive of value added tax and any other applicable taxes, duties or levies, which will be added at the rate in force. Where You are a Consumer, the total price including applicable taxes is shown to You before You confirm the purchase of Credits. **Non-refundable.** Unless otherwise stated and to the extent permitted by applicable law, all amounts paid by You, including prepaid Credits, are non-refundable and non-cancellable. Section 15 (Provisions that only apply to Consumers) sets out the cases in which a Consumer is entitled to reimbursement. **Pricing evolution.** Substrate AI may modify the price list at its own discretion. If such modification results in an increase of the applicable Fees for You, Substrate AI will publish the new prices in the Documentation at least thirty (30) days before they take effect and, where We hold an email address for You, will notify You in writing at that address. If You do not agree with such modification, You may terminate this Agreement before the end of this notice period. The Fees will not be increased during this notice period. Price decreases may take effect immediately. Where You access the Services through a Platform, the prices charged by the Platform and any changes to them are governed by Your contract with the Platform. ### 7.2. Billing **Through a Platform.** Where You access the Services through a Platform, the Platform meters Your usage, charges You in accordance with its own terms, including any fee it applies, and pays Substrate AI for the requests it routes to the Services. Substrate AI does not invoice You for those requests. **With a Serenity Star Account.** Where You access the Services with a Serenity Star Account, You purchase prepaid Credits through the Account and the Fees for each request made with the API Keys of that Account are deducted from Your Credits, at the published prices, on the basis of the `usage` object of the response. When Your Credits are exhausted, requests are rejected until You purchase further Credits. Credits are personal to Your Account and are non-transferable. The purchase of Credits, the payment methods and the invoices for those purchases are operated by Subgen AI, acting for Substrate AI, under the Serenity Star Terms. Payment services may be provided by a payment services provider under its sole control and responsibility. **Under an Enterprise Agreement.** Where You have signed an Enterprise Agreement, Substrate AI invoices You for the Services at the intervals, in the currency and on the payment terms set out in that agreement. ### 7.3. Suspension or termination **Suspension or termination.** We reserve the right to suspend or terminate Your access to the Services in case of late payment or non-payment under the conditions set forth in Section 13 (Term, suspension and termination) of these Terms of Service. ### 7.4. Provisions applicable to Commercial Customers **Late payments.** The Commercial Customer may not withhold any amounts due under this Agreement. Any late payment of an invoice issued by Substrate AI will (i) be increased by a fixed indemnity of forty (40) euros for recovery costs, without prejudice to any further reasonable recovery costs, and (ii) incur late payment interest at the rate applied by the European Central Bank to its most recent main refinancing operation, plus eight (8) percentage points, accruing from the day after the payment due date until full payment is received, in accordance with Ley 3/2004 of 29 December establishing measures to combat late payment in commercial transactions. **Taxes.** The Commercial Customer is responsible for settling any applicable taxes that may be levied on top of the Fees and must pay for the Services without any deductions related to taxes. If Substrate AI is required to collect or pay any taxes, they will be invoiced to the Commercial Customer, who is obligated to settle them unless a valid tax exemption certificate regarding these taxes is timely provided to Substrate AI. If the Commercial Customer is obligated by law to withhold taxes from any payments under this Agreement, the Commercial Customer agrees to increase the payment amount to ensure that Substrate AI receives the full agreed Fees notwithstanding these deductions. The Commercial Customer will be solely responsible for remitting the withheld amounts to the relevant authorities. The Commercial Customer shall provide Substrate AI with all pertinent tax identification information that Substrate AI may require under the applicable law to ensure compliance with prevailing tax regulations and the authorities of relevant jurisdictions. The Commercial Customer agrees to settle any potential interest, penalties, taxes or fines resulting from the Commercial Customer's failure to declare, or to reimburse Substrate AI for such amounts. ## 8\. Your obligations **General obligations.** You shall use Our Services in compliance with this Agreement, the Acceptable Use Policy and all applicable laws and regulations, including but not limited to all intellectual property, data protection, consumer, export control and artificial intelligence laws. Therefore, You are responsible for: - **The information You provide Us.** You must provide honest, complete, accurate and up-to-date information to Substrate AI and, where applicable, to Serenity Star, and promptly update such information as need may be. - **Your use of Your API Keys and Our Services.** You must: - Not use Our Services for any illicit, unlawful, prohibited and/or illegal purposes, or to harm third parties or Substrate AI; - Not use the Services for the benefit of a third party, or resell raw access to the API, unless agreed otherwise in a separate contract with Us. For the avoidance of doubt, You may use the Services to build and operate Customer Offerings; - Not use the Services to circumvent the intended features, functionality or limitations of the Services, including rate limits, capacity controls, authentication and metering, or to divert Our Services from their intended purposes as set forth in this Agreement; - Not interfere with or circumvent mechanisms in the Services intended to monitor Your use of Our Services or to limit such use; - Not use the Services in a manner which, in Substrate AI's reasonable opinion, would affect Substrate AI's reputation or goodwill or any of its trademarks. - **Your User Data.** You must: - Ensure that Your Input and Output do not violate this Agreement, the applicable law or the rights of third parties, including but not limited to intellectual property rights, privacy or personality rights; - Only use Input to which You own all required rights under applicable law, and do so in a manner that is consistent with the applicable law; - Not use any Input that contains illegal content, including but not limited to child sexual abuse material; - Not intentionally (i) make the Services generate Outputs infringing the rights of third parties, including but not limited to intellectual property rights, privacy or personality rights, or applicable law, or (ii) use such infringing Outputs after You become aware of such infringement; and - Not represent that an Output was generated by a human when it was generated by Our Services. - **Not compromising the security of Our Services.** You must: - Not interfere with, circumvent or bypass mechanisms in the Services intended to ensure the security of Our Services; - Not attempt to or engage in any activities that could compromise the security or proper functioning of the Services, including attempts to inject malicious Input with the intent of manipulating the behaviour of the Services beyond the Model's normal response to an Input; - Not attempt to or take any actions that may result in unauthorised access, interference or disruption of the Services' operation; - Not disable, overly burden, impair or otherwise interfere with servers or networks connected with Our Services; - Not attempt to gain unauthorised access to, interfere with, damage or disrupt Substrate AI's, its licensors' or its service providers' computer systems or networks connected thereto; - Not use, store, transmit or disseminate data that contains any computer viruses, worms, malicious code or any software intended to damage or alter a computer system or data; and - Not perform any vulnerability, penetration or similar testing of Our Services without Our prior written authorisation. - **Not infringing Substrate AI's or its licensors', suppliers' and service providers' Intellectual Property.** Subject to applicable law, You must: - Not remove or otherwise obscure any copyright or proprietary notices on the Services or the Documentation, including but not limited to Our brands, trademarks or any other copyright notice; - Not attempt to extract, reconstruct or derive the weights, parameters, architecture, training data or serving configuration of any Model, whether through the Outputs, through timing or error analysis or by any other means; - Not systematically harvest Outputs in order to train, distil or build a model or service that competes with the Services, unless You hold a licence that expressly allows it; - Not extract, by permanent or temporary transfer, all or part of the contents of Our Services, by any means and under any form whatsoever, including by scraping, except as otherwise authorised under the terms of this Agreement; - Not copy, reproduce, adapt, translate, decompile, modify or create any derivative works of the Services except as expressly authorised by applicable law; - Not seek to reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs of any Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Us); and - Not grant a licence, sub-licence or access to, or sell, resell, lend, lease or distribute, in any form whatsoever, the Services to third parties, unless otherwise permitted under this Agreement. - **Open Model Licences.** Where You use an Open Model, You must comply with the Open Model Licence identified in the Documentation for that Model, including any attribution, use restriction or notice requirement that the licence attaches to the use of the model or of its outputs. **Third parties.** You shall not encourage or assist any other Customer or third party in doing anything that is strictly prohibited under this Agreement. Authorised Users, including third-party contractors, must comply with these Terms of Service. Commercial Customers are responsible for ensuring that all Authorised Users adhere to these Terms of Service. Substrate AI reserves the right to suspend or terminate access for violations by Authorised Users. **End-Users and Customer Offerings.** You are solely responsible for Your Customer Offerings and for Your End-Users. You must ensure that Your End-Users are bound by terms that are at least as protective of Substrate AI's rights as this Agreement, and that their use of the Customer Offerings does not cause You or Substrate AI to breach this Agreement or the applicable law. **Obligations specific to Commercial Customers.** When using the Services, You must: - Comply with the Applicable Data Protection Law, including by identifying a lawful basis for any personal data contained in Your Inputs and by providing the information that data subjects are entitled to receive; - Comply with the obligations that apply to You as a deployer of an artificial intelligence system under the AI Act, including transparency obligations towards End-Users, human oversight where required and the documentation of Your use of the Services where required; - Provide a disclaimer to any individual accessing an Output or using the Customer Offerings, highlighting the potential inaccuracies and unpredictability of Outputs and encouraging individuals to check important information; - Supervise the Authorised Users' use of the Services. Accordingly, the Commercial Customer is solely responsible for: - Ensuring that all individual users, including the Authorised Users, are contractually bound to terms and conditions with the Commercial Customer that are as protective of Substrate AI's rights as outlined in this Agreement; - Informing the Authorised Users about the proper use of the Services, including the guidelines, restrictions and usage limitations; and - Providing adequate training and educational resources to the Authorised Users, ensuring their understanding of the Services' proper and responsible use, as well as compliance with the specified terms. ## 9\. Our obligations **General obligations.** Subject to Your compliance with this Agreement, Substrate AI will use commercially reasonable efforts to make the Services accessible 24 hours a day, 7 days a week. However, Substrate AI reserves the right to suspend the availability of all or part of the Services (a) in case of a Force Majeure Event (as defined in Section 17 of these Terms of Service), (b) for maintenance purposes, including but not limited to fixing anomalies, bugs or errors, launching new or improved features, Models or Services, or addressing immediate security concerns, or (c) to protect the Services from abuse or from traffic that threatens their stability. Unless otherwise stated in an Enterprise Agreement, Substrate AI is not under an absolute obligation of any kind. Substrate AI shall not be held responsible for any disruptions, interruptions and/or anomalies that are not of its making and that affect, for example, transmissions via the internet and more generally via communication networks, whatever their extent and duration. **Security.** Substrate AI will use commercially reasonable efforts to implement and maintain reasonable security measures to prevent unauthorised access to the Services, as well as fraudulent destruction, loss or alteration of data. These security measures include encryption in transit, access controls, the storage of secrets in a managed vault, network isolation of the inference path, logs that never contain Inputs or Outputs and security practices consistent with good industry standards. The Data Processing Agreement describes these measures for Commercial Customers. **Data policy.** Substrate AI will process Your Inputs and Outputs in accordance with Section 6 (Your User Data), that is, in memory only, without writing them to disk or logs, without retaining them beyond the volatile cache described in that Section and without using them to train any Model, on infrastructure located in the European Union. **Illicit content.** You may report to Substrate AI any use of the Services that (a) incites hate, violence or discrimination against individuals based on their origin, ethnicity, religion, gender, sexual orientation or any other protected characteristic, (b) glorifies sexual harassment, (c) violates human dignity (for example, human trafficking), (d) glorifies crimes against humanity or denies their existence, (e) incites terrorism, (f) glorifies very serious crimes against individuals, (g) glorifies crimes involving theft, extortion or material damage posing a danger to individuals, (h) is of a paedophilic nature or (i) is dangerous for minors. You can report such use by sending an email to [contact@substrate.ai](mailto:contact@substrate.ai). Because Substrate AI does not retain Inputs or Outputs, a report must include the content concerned and the circumstances in which it was generated for Substrate AI to be able to act on it. ## 10\. Intellectual Property ### 10.1. Licence to use the Services **Right to use the Services.** Substrate AI grants You a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the Services, through the API and in accordance with the Documentation, for the Term of this Agreement, in compliance with this Agreement and the applicable law, including for the purpose of building and operating Customer Offerings. For clarity, this right to use the Services is subject to the restrictions set out in Section 8 (Your obligations), the Acceptable Use Policy and any Additional Terms. **Code samples.** Substrate AI grants You a non-exclusive, royalty-free licence to copy and adapt the code samples published in the Documentation for the purpose of integrating the Services into Your applications. ### 10.2. Intellectual property **Your Intellectual Property.** You remain the sole owner of all right, title and interest, including all intellectual property rights, in and to Your User Data, subject to Section 10.4 (Feedback). **Substrate AI's Intellectual Property.** Substrate AI remains the sole owner of all right, title and interest, including all intellectual property rights, in and to the Substrate AI Intellectual Property, including but not limited to the Orion Models, the serving configuration of the Services, the Documentation and the Services. No rights are granted to You, except as expressly set forth in this Agreement. All rights and licences granted under this Agreement shall terminate when the Agreement terminates. The Services are made available on a limited access basis, and no ownership right is conveyed to the Customer, irrespective of the use of terms such as "purchase" or "Credits". Any representation or reproduction, in whole or in part, of the Services, by any process whatsoever, without Substrate AI's prior express authorisation, is strictly prohibited and will constitute an infringement punishable under the applicable law. **Trade marks.** "Serenity Edge", "Orion" and the associated logos are trade names and trade marks of Substrate AI, whether registered or not. "Serenity Star" is a trade mark used by Subgen AI. Nothing in this Agreement grants You the right to use these names or marks, except to state accurately that Your Customer Offerings use the Services. "OpenAI" and the names of the Platforms, such as "OpenRouter", are the marks of their respective owners, which are not affiliated with Substrate AI. ### 10.3. Open Models **Ownership.** The Open Models are owned by their respective authors and are made available by Substrate AI under the corresponding Open Model Licence. Substrate AI does not claim any right in the Open Models beyond the right to serve them, and grants You no right in the Open Models other than those that the Open Model Licence confers on You. **Your obligations.** The Documentation identifies, for each Open Model, the Open Model Licence that applies to it. Where that licence imposes conditions on the use of the model or of its outputs, such as attribution, use restrictions or notice requirements, You must comply with them. Substrate AI's warranties and indemnities in Section 11 do not extend to the Open Models as published by their authors. ### 10.4. Feedback **Feedback.** If You provide Feedback to Substrate AI, You grant Substrate AI a worldwide, perpetual, irrevocable, royalty-free licence to use, reproduce, modify and incorporate that Feedback into the Services without any obligation to You. Feedback does not include Your Inputs or Outputs, which remain subject to Section 6. ## 11\. Warranties and indemnification ### 11.1. Substrate AI warranties **Services provided "as is".** The Services are provided to You "as is". To the extent permitted by applicable law, Substrate AI makes no representations or warranties regarding the accuracy, reliability or completeness of the Services or their suitability for Your specific requirements or use case. Without limiting Substrate AI's express obligations under this Agreement, Substrate AI does not warrant that Your use of the Services will increase Your revenues, be error-free or uninterrupted, or that Substrate AI will review Your User Data for accuracy. You acknowledge and agree that any use of the Services is at Your own risk, and Substrate AI shall not be liable for any losses arising from Your misuse, unauthorised or unlawful use of the Services, or from the non-suitability of the Services to Your specific requirements or use case, including but not limited to direct, indirect, incidental, consequential or punitive damages. **Substrate AI warranties.** Substrate AI warrants that: - The Services comply with the Applicable Data Protection Law; - Substrate AI processes Your Inputs and Outputs in accordance with Section 6 (Your User Data); and - Substrate AI has the rights to serve the Models and to make the Substrate AI Intellectual Property accessible to You in the context of this Agreement. ### 11.2. The Customer's warranties You represent and warrant that: - You have the authority to enter into this Agreement; - You will use the Services in accordance with the applicable laws and regulations and this Agreement, and You will not use the Services to commit illegal acts, including in particular to harm third parties; and - You have obtained all necessary rights, including but not limited to copyrights, patents, trademarks and trade secrets, or have been granted the appropriate licences, permissions and consents, to use and provide the Input for the purpose of using Our Services. ### 11.3. Indemnification **Indemnification by Substrate AI.** Substrate AI shall indemnify, defend and hold the Commercial Customer harmless against any liabilities, damages and costs (including reasonable attorneys' fees) payable to a third party arising out of a third-party claim alleging that the Services, the Orion Models or the Documentation infringe any third-party intellectual property right. **Exceptions.** Substrate AI's indemnification obligations in this Section 11.3 (Indemnification) do not apply to the extent the claim arises from or relates to: - The combination of Our Services with Customer or third-party software, hardware or any other equipment, software or application not provided by Substrate AI, including but not limited to Customer Offerings; - The modification of Our Services by You or any party other than Substrate AI; - An Open Model as published by its author, or Your non-compliance with an Open Model Licence; - Your use of Our Services or User Data in a manner that You knew, or reasonably should have known, was likely to violate third-party rights or applicable laws; - Your modification of the Output; - Your Input or Your Feedback; or - Your breach of this Agreement or the applicable laws or regulations. **Indemnification by the Customer.** The Commercial Customer agrees to indemnify, defend and hold Substrate AI and its affiliates and licensors harmless against any liabilities, damages and costs (including reasonable attorneys' fees) payable to a third party arising out of a third-party claim related to (a) the use of the Services in violation of this Agreement or the Acceptable Use Policy, (b) the Customer Offerings (if any) or (c) the User Data. **Indemnification procedure.** The indemnification obligations in this Section 11.3 (Indemnification) are subject to the indemnifying Party (a) receiving prompt written notice of such claim, (b) being granted the exclusive right to control and direct (including the authority to elect legal counsel) the investigation, defence or settlement strategy of such claim and (c) benefiting from all reasonable necessary cooperation and assistance, including access to the relevant information, by the indemnified Party at the indemnifying Party's expense. In any case, Substrate AI shall consult You before entering into any settlement or compromise of any claim, and shall take into account all reasonable comments from You. To the extent permitted by applicable law, the liability cap set out in Section 12 (Liability) shall apply to the indemnification obligations under this Section 11.3 (Indemnification). **Remedies.** The remedies in this Section are the sole and exclusive remedies for any third-party claim that the Services, the Customer Offerings or the User Data infringe intellectual property rights. ## 12\. Liability ### 12.1. Disclaimer **Disclaimer.** To the extent permitted by applicable law, neither Substrate AI nor Our shareholders, employees, affiliates, licensors, agents, suppliers and service providers will be liable: - In case of a Force Majeure Event (as defined in Section 17 of these Terms of Service); - In case of temporary unavailability of the Services (a) for maintenance purposes, including but not limited to fixing anomalies, bugs or errors, launching new or improved features, Models or Services, or addressing immediate security concerns, (b) because of capacity limits or rate limits applied in accordance with the Documentation, or (c) in case We suspended Your API Keys; - In relation to third-party content, services or websites linked or referred to in the Documentation, including the Platforms and the authors of the Open Models; - For any cause not attributable to Substrate AI; - For Your use of Your User Data or of Your Customer Offerings; - For Your breach of this Agreement; - For the performance of a Model with respect to Your specific use case, or for any change in Outputs caused by an update to a Model announced in accordance with Section 5.1; - In case Your Output is similar or identical to another Customer's Output; - For any loss of profits, income, revenue, business opportunities, or loss or corruption of data or information; - For any failure to realise expected revenues or savings, loss of or damage to goodwill, pure economic loss or other economic or pecuniary loss (regardless of whether any of these types of loss or damage are direct, indirect, special or consequential); or - For any indirect, special, incidental, punitive, exemplary or consequential damages of any kind, even if informed of the possibility of such damages in advance. ### 12.2. Limitation of liability **Liability cap for Services provided without Fees.** To the extent permitted by law and subject to the applicable Additional Terms, in no event will the total aggregate liability of Substrate AI or Our shareholders, employees, affiliates, licensors, agents, suppliers and service providers in connection with or under any Services that We provide to You without Fees, including promotional Credits and Preview Features, or Your use of or inability to use those Services, exceed 100 euros. **Liability cap for paid Services.** To the extent permitted by law, the total aggregate liability of Substrate AI and Our shareholders, employees, affiliates, licensors, agents, suppliers and service providers in respect of any losses incurred by the Customer under or in relation to this Agreement will not exceed, in the aggregate, the greater of (i) the amount of the Fees paid or payable by the Customer to Substrate AI or, for Serenity Star Account traffic, to Serenity Star for the Services in the twelve (12) calendar months preceding the date on which the first such event or events occurred or (ii) 10,000 euros. An Enterprise Agreement may set a different cap. **Multiple claims.** The existence of one or more claims under this Agreement will not increase the above-mentioned liability caps. You agree that any losses or claim You may have under this Agreement can only be recovered once, and any such claim will exhaust all and any other claims that might otherwise arise against Substrate AI and Our shareholders, employees, affiliates, licensors, agents, suppliers and service providers in relation to which the Customer has been compensated or otherwise reimbursed. **Legal action.** You agree that the limitations specified in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise. **Consumers.** The liability caps and the exclusions set out in this Section 12 apply to Commercial Customers. If You are a Consumer, Substrate AI's liability towards You is determined by the applicable law, and nothing in this Agreement excludes or limits Substrate AI's liability for death or personal injury caused by its negligence, for wilful misconduct or gross negligence, or for any other liability that cannot lawfully be excluded or limited. ## 13\. Term, suspension and termination ### 13.1. Duration **Term.** This Agreement will commence on the Effective Date and continue until terminated by either Party in accordance with this Section, or, where an Enterprise Agreement has been signed, for the term set out in that agreement. ### 13.2. Suspension of Your access **Suspension.** We reserve the right to suspend one or more of Your API Keys and/or Your access to all or part of the Services in case of: - Your breach of this Agreement, including the Acceptable Use Policy; - Late payment or non-payment of the applicable Fees (if any), or exhaustion of Your Credits; - Immediate security concerns; or - Traffic from Your API Keys that threatens the stability or the security of the Services or of other Customers. **Notification.** We will notify You of the suspension and the reasons for such suspension seven (7) days prior to the suspension taking effect, except in the event of a serious breach by You of this Agreement, an immediate security concern or traffic that threatens the Services, in which case the suspension will take effect with shorter notice or, where notice is not practicable, immediately, and We will notify You as soon as reasonably practicable thereafter. Notices are sent to the email address associated with Your Account or Your Enterprise Agreement. Where You access the Services through a Platform, a suspension is implemented by declining Your requests, and We will inform the Platform where appropriate. **Effects of the suspension.** During the suspension, all rights and permissions granted to You under this Agreement in respect of the suspended API Keys will be suspended and You will not be able to access or use Our Services with them. **Remediation.** You shall have a period of thirty (30) days to remedy the breach notified by Substrate AI and to notify Substrate AI accordingly. Failing that, Substrate AI reserves the right to terminate this Agreement for cause immediately, without further notice. Termination will be effective at the end of this thirty (30) day period. ### 13.3. Termination **Termination for convenience.** You may terminate this Agreement at any time by ceasing to use the Services and revoking Your API Keys, by deleting Your Account in accordance with the Serenity Star Terms, or by sending an email to [contact@substrate.ai](mailto:contact@substrate.ai). Termination becomes effective immediately, save where an Enterprise Agreement provides for a minimum term or a notice period. Upon such termination, (i) You will not be entitled to a refund of any prepaid Fees or unused Credits, to the extent permitted by applicable law and subject to Section 15 where You are a Consumer, and (ii) any Fees that are outstanding will become immediately due and payable. **Termination for cause.** Either Party may terminate this Agreement if the other Party fails to cure a material breach of this Agreement within thirty (30) days after notice of such breach, provided that such breach is remediable. For illustrative purposes, any of the following breaches by either Party shall be considered a material breach of this Agreement: (a) any unauthorised use of the Services or breach of the Acceptable Use Policy, or (b) failure to pay any amounts due under this Agreement. **Effects of termination.** Upon termination or expiration of this Agreement: - Your API Keys are revoked and You will no longer have access to the Services; - You must pay any outstanding Fees within thirty (30) days of the issuance of the invoice; and - You are not entitled to a refund of any prepaid Fees or unused Credits, to the extent permitted by applicable law. Because Substrate AI never writes Inputs or Outputs to disk or logs, there is no User Data to return upon termination; any prompt prefixes still held in the volatile cache are automatically evicted within twenty-four (24) hours at the latest. Request Metadata is deleted at the end of the retention period stated in Section 6. Termination of this Agreement does not by itself delete Your Serenity Star Account, which remains governed by the Serenity Star Terms. **Survival.** All payment obligations incurred during the term of this Agreement and the following Sections shall survive the expiration or termination of these Terms of Service, each for the duration necessary to achieve its own intended purpose (for example, the liability provision will survive until the end of the applicable limitation period): Section 6 (Your User Data), Section 7 (Fees, billing and payment), Section 10 (Intellectual Property), Section 11 (Warranties and indemnification), Section 12 (Liability), Section 13 (Term, suspension and termination), Section 17 (General provisions) and Section 18 (Dispute resolution and applicable law). ## 14\. Personal data **Definitions.** For the purpose of this Section, the terms "Data Controller", "Data Processor" and "Personal Data" shall have the meaning given to them in the Applicable Data Protection Law. ### 14.1. Substrate AI as Data Controller **Privacy Policy.** Substrate AI processes Your Personal Data as Data Controller for the purposes of (a) providing the Services, (b) commercially managing this Agreement, (c) billing, security and abuse prevention on the basis of the Request Metadata and (d) communicating with You. If You want to know more about the way We process Your Personal Data and how You can exercise Your rights, please refer to Our [Privacy Policy](https://docs.serenityedge.ai/terms/privacy-policy/). For clarity, the Privacy Policy shall not apply to the processing of Personal Data carried out by Substrate AI on behalf of the Commercial Customer. Where You use a Serenity Star Account, Subgen AI processes the Personal Data relating to Your Account, Your API Keys and Your Credits as described in the Serenity Star privacy policy. ### 14.2. Substrate AI as Data Processor **Data Processing Agreement.** Where Your Inputs or Outputs contain Personal Data, Substrate AI processes that Personal Data on behalf of the Commercial Customer as Data Processor, in memory only, without writing it to disk or logs and subject only to the volatile cache described in Section 6. In that case, the [Data Processing Agreement](https://docs.serenityedge.ai/terms/data-processing-agreement/) applies between the Parties and forms part of this Agreement. ## 15\. Provisions that only apply to Consumers **Scope.** This Section only applies to Consumers. In case of any discrepancy between the rest of this Agreement and this Section, this Section will prevail. For the avoidance of doubt, in this Section "You" shall only refer to Consumers. ### 15.1. Right of withdrawal **Your right.** You have fourteen (14) days from the conclusion of this Agreement, or from each purchase of Credits, to withdraw from it without giving any reason and without incurring any cost other than as set out in this Section. **How to exercise it.** To exercise the right of withdrawal, You must inform Us of Your decision by an unequivocal statement, sent to [contact@substrate.ai](mailto:contact@substrate.ai) or by post to Substrate Artificial Inteligence, S.A., Avenida Real Fábrica de Sedas 28, 45600 Talavera de la Reina (Toledo), Spain. You may use the model withdrawal form below, but You are not obliged to. To meet the deadline it is sufficient that You send Your communication before the withdrawal period expires. Where Your Credits were purchased through a Serenity Star Account, We will coordinate the reimbursement with Serenity Star. **Effects of withdrawal.** If You withdraw, We will reimburse all payments received from You without undue delay and in any event within fourteen (14) days of the day on which We are informed of Your decision. We will use the same means of payment that You used, unless You expressly agree otherwise, and You will not incur any fees as a result of the reimbursement. **If You ask Us to begin before the period ends.** If You expressly request that the Services begin during the withdrawal period, for example by sending requests to the API that consume Credits, You will pay Us an amount proportionate to what has been provided up to the time You inform Us of Your withdrawal, in comparison with the full coverage of this Agreement. That amount corresponds to the Credits consumed at the published prices. Where the Services have been fully performed during that period at Your express prior request, and You acknowledged that You would lose Your right of withdrawal once this Agreement had been fully performed, Your right of withdrawal is lost. **Digital content not supplied on a tangible medium.** Where the Services consist in the supply of digital content that is not supplied on a tangible medium, Your right of withdrawal is lost if performance has begun with Your prior express consent and Your acknowledgement that You thereby lose that right, and We have provided You with confirmation of this on a durable medium. **Model withdrawal form.** Complete and return this form only if You wish to withdraw: > To Substrate Artificial Inteligence, S.A., Avenida Real Fábrica de Sedas 28, 45600 Talavera de la Reina (Toledo), Spain, [contact@substrate.ai](mailto:contact@substrate.ai): > > I hereby give notice that I withdraw from my contract for the supply of the following service: \_\_\_\_\_\_\_\_\_\_ > > Ordered on: \_\_\_\_\_\_\_\_\_\_ > > Name of consumer: \_\_\_\_\_\_\_\_\_\_ > > Address of consumer: \_\_\_\_\_\_\_\_\_\_ > > Signature of consumer (only if this form is notified on paper): \_\_\_\_\_\_\_\_\_\_ > > Date: \_\_\_\_\_\_\_\_\_\_ ### 15.2. Legal warranties **Warranty.** Along with any commercial warranty provided to You under this Agreement, You also benefit from the legal guarantee of conformity of the Services on the terms set out in the applicable consumer legislation, and in particular in Articles 114 to 127 of Royal Legislative Decree 1/2007 approving the consolidated text of the General Law for the Defence of Consumers and Users. Where the Services are not in conformity with this Agreement, You are entitled to have them brought into conformity, to a proportionate reduction of the Fees or to terminate this Agreement, on the conditions and within the periods laid down in that legislation. ### 15.3. Updates **Updates.** For the purpose of this Section, "Updates" shall mean any update or upgrade to the Services, including an update to a Model. **Updates necessary to maintain the conformity of the Services.** We will inform You of any Updates necessary to maintain the conformity of the Services during the Term, and of the consequences for You of not adopting them where adoption requires action on Your part. We shall not be held liable for any non-conformity related issues when You fail to adopt, within a reasonable timeframe, the necessary Updates to maintain the Services' conformity. **Updates not necessary to maintain the conformity of the Services.** We may propose Updates that are not necessary to maintain the conformity of the Services. In such cases, We will inform You in advance and through a durable medium about the planned Updates and their implementation date. You may refuse such an Update. In this event, You have the right to terminate this Agreement without charges, unless the Update has minor implications for You or, without this Update, the Services remain in conformity. ## 16\. Changes to these Terms of Service **Non-substantial modifications.** We may modify this Agreement where the modification does not adversely affect Your rights or obligations under it, and only for one or more of the following reasons: to reflect a change in the applicable law or in a decision of a competent authority; to correct an error or an ambiguity; to reflect a change in the Services, in a Model or in a third-party service on which the Services rely; to address a security risk; or to reflect a change in Substrate AI's corporate details. We will publish the modified Agreement in the Documentation with an updated version number and revision date, and record the change in the [Legal document changelog](https://docs.serenityedge.ai/terms/changelog/). **Substantial modifications.** In the event of any substantial modification to this Agreement, We will notify You of such modification no later than thirty (30) days prior to its effective date, by publishing it in the Documentation and, where We hold an email address for You, by email to that address. If You do not agree with such substantial modifications, You may terminate this Agreement in compliance with Section 13 (Term, suspension and termination) of these Terms of Service before the modification takes effect. Your continued use of the Services after the effective date constitutes acceptance of the modified Agreement. ## 17\. General provisions **Non-waiver.** The fact that either of the Parties does not claim application of any clause whatsoever of this Agreement or condones its non-performance shall not be construed as a waiver by that Party of the rights stemming for it from said clause. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. **Severance.** If a court or any other competent authority finds any provision of this Agreement (or part of any provision) to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. **No partnership.** Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way. Neither the Customer nor Substrate AI will suggest or claim any sponsorship, endorsement or affiliation with the other Party, unless such a relationship is governed by a separate agreement. **Assignment.** You may not assign or transfer this Agreement, or any of Your rights or obligations under it, without Our prior written consent. Substrate AI may assign this Agreement to a group company or to a successor in the event of a merger, acquisition or transfer of the business to which the Services relate, and will inform You of any such assignment. **Notices.** Notices to Substrate AI must be sent by email to [contact@substrate.ai](mailto:contact@substrate.ai) or by post to the registered office stated in the Preamble. Notices to You are sent to the email address associated with Your Account or stated in Your Enterprise Agreement or, where We hold no email address for You, by publication in the Documentation, including the release notes. You are responsible for keeping Your contact details up to date. **Language.** This Agreement is drafted in English. If a translation is published, the English version prevails, save where mandatory consumer law provides otherwise. **Entire Agreement.** This Agreement is the entire agreement between the Parties relating to the Services and any other subject matter covered by this Agreement, and supersedes all prior or contemporaneous oral or written communications, proposals and representations between the Parties with respect to the Services or any other subject matter covered by the Agreement. **Force Majeure.** Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to events which are beyond the reasonable control of such Party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power, cooling, telecommunications or data networks or services, or refusal of a licence by a government agency (the **"Force Majeure Event"**). ## 18\. Dispute resolution and applicable law ### 18.1. Applicable law **Applicable law.** This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Spain. **Consumers.** If You are a Consumer, the preceding paragraph does not deprive You of the protection afforded to You by the mandatory provisions of the law of Your country of habitual residence. ### 18.2. Dispute resolution #### 18.2.1. Amicable resolution **General principle.** In the event of any controversy or claim arising out of or relating to this Agreement, the Parties will consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both Parties. **You are a Consumer.** If You wish to submit a complaint, please write to Us at [contact@substrate.ai](mailto:contact@substrate.ai). We will use reasonable efforts to resolve the matter with You directly. The European Online Dispute Resolution (ODR) platform ceased to operate on 20 July 2025 under Regulation (EU) 2024/3228, which repealed Regulation (EU) 524/2013. Complaints can therefore no longer be submitted through that platform. Substrate AI is not currently adhered to the Spanish Consumer Arbitration System (Sistema Arbitral de Consumo) or to any other accredited alternative dispute resolution body. If You are located within the European Union, You may consult the alternative dispute resolution bodies available in Your country in the European Commission's directory: [https://consumer-redress.ec.europa.eu/dispute-resolution-bodies](https://consumer-redress.ec.europa.eu/dispute-resolution-bodies). You agree that any mediation or alternative dispute resolution process is not mandatory and that either Party may withdraw from such process at any time. **You are a Commercial Customer.** If the Parties do not reach settlement within a period of sixty (60) days, either Party may escalate the controversy to the senior executives of both Parties (the **"Executives"**). The Executives shall then promptly engage in discussions and negotiations to seek a mutually agreeable resolution in the best interest of both Parties. #### 18.2.2. Competent jurisdiction **General principle.** If the Parties do not reach an amicable settlement, each Party may pursue relief as may be available under this Agreement. All negotiations pursuant to this Section will be considered confidential information and shall not be shared with any third parties without the disclosing Party's prior written consent, even after the termination and/or expiration of this Agreement. **Competent courts.** The courts of the city of Madrid, Spain, shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement or its subject matter or formation. **Consumers.** If You are a Consumer, the preceding paragraph does not deprive You of the protection of the mandatory provisions of the law of Your country of residence, nor of Your right to bring proceedings either before the courts of Your place of residence or before the courts of Madrid, Spain. Substrate AI may bring proceedings against You only before the courts of Your place of residence.