Terms of Service

Last updated: September 15, 2026

These Terms of Service ("Terms") govern your access to and use of the APIs, websites, dashboards, software, inference infrastructure, and related services provided by Direxis, Inc. ("Direxis," "we," "us," or "our"), collectively the "Service."

By creating an account, obtaining an API key, accessing the Service directly, or otherwise using the Service, you agree to these Terms.

If you use the Service on behalf of a company or other organization, you represent that you have authority to bind that organization to these Terms. In that case, "you" includes that organization.

If you do not agree to these Terms, do not use the Service.

1. The Service

Direxis provides infrastructure for running and accessing artificial intelligence models.

Our offerings may include:

  • Usage-based access to hosted AI models and inference APIs
  • Token-based inference services
  • Dedicated or reserved inference capacity
  • Managed inference deployments
  • Fine-tuning or model customization services
  • Self-hosted or customer-hosted deployments
  • Developer tools, dashboards, and related infrastructure

Certain enterprise, dedicated-capacity, managed-inference, fine-tuning, or deployment services may be governed by an order form, statement of work, service-level agreement, data processing agreement, or other written agreement between you and Direxis.

If such an agreement conflicts with these Terms, the separately signed agreement controls with respect to the conflicting provision.

2. Eligibility

You must be legally capable of entering into a binding agreement to use the Service.

If you are using the Service for an organization, you represent that you are authorized to do so.

You may not use the Service if applicable law prohibits you from receiving or using the Service.

3. Accounts and Organizations

You agree to:

  • Provide accurate account information
  • Keep account information reasonably current
  • Maintain the confidentiality of your login credentials and API keys
  • Use reasonable security measures to prevent unauthorized access to your account
  • Notify us promptly if you believe an account or credential has been compromised

You are responsible for activity conducted using your account or API credentials unless the activity results from a breach of Direxis's obligations.

If you participate in an organization account, administrators may be able to manage members, API keys, budgets, billing settings, and usage information associated with that organization.

4. API Keys and Security

API keys and other credentials issued by Direxis are confidential and must not be publicly disclosed.

You may create and use API keys only for authorized purposes.

You may not:

  • Sell or transfer API credentials to unauthorized parties
  • Circumvent authentication or security controls
  • Attempt to obtain credentials belonging to another customer
  • Intentionally expose credentials in a manner that creates a security risk

You are responsible for revoking and replacing credentials that you know or reasonably suspect have been compromised.

We may revoke or rotate credentials when reasonably necessary to protect the Service.

5. Usage, Pricing, Billing, and Credits

Usage-Based Charges

Usage may be measured based on input tokens, output tokens, requests, compute time, reserved capacity, or another metric disclosed for the applicable Service.

Current pricing will be displayed through the Service, API, applicable model information, order form, or other pricing documentation.

Credits and Prepaid Balances

Direxis may allow you to purchase prepaid credits or maintain an account balance that is applied toward future usage.

Unless otherwise stated:

  • Credits have no cash value
  • Credits may not be transferred between unrelated accounts
  • Promotional credits may be subject to separate expiration dates or conditions
  • Purchased credits and top-ups are non-refundable except where required by law or where Direxis determines that a refund is appropriate, such as to correct a billing error

Auto-Recharge

If you enable auto-recharge, you authorize Direxis and its payment processor to automatically charge your selected payment method when your balance falls below the threshold you configure.

You may modify or disable auto-recharge through your account settings.

Payment Processing

Payments may be processed by Stripe or another payment processor.

Your use of third-party payment services may also be subject to the payment provider's terms and privacy policy.

Taxes

Fees are exclusive of applicable taxes unless expressly stated otherwise.

You are responsible for applicable taxes, duties, or governmental assessments except for taxes imposed on Direxis's net income. We may collect taxes where required by law.

Pricing Changes

We may change usage prices from time to time.

Price changes apply prospectively and do not alter charges for usage already incurred.

For separately contracted capacity or enterprise services, pricing changes are governed by the applicable written agreement.

6. Acceptable Use

You may not use the Service in a manner that:

  • Violates applicable law or regulation
  • Facilitates the sexual exploitation or abuse of children
  • Violates or misappropriates the intellectual property, privacy, publicity, or other rights of another person
  • Introduces malware or malicious code into the Service
  • Attempts to gain unauthorized access to systems, accounts, networks, or data
  • Disrupts, degrades, overloads, or interferes with the Service or infrastructure used to provide it
  • Circumvents rate limits, usage limits, access restrictions, authentication systems, or security mechanisms
  • Uses automated techniques intended to probe, scan, or test vulnerabilities without authorization
  • Misrepresents the origin of requests or engages in fraud or deceptive conduct
  • Uses the Service in violation of applicable sanctions, export-control laws, or other trade restrictions

You may not reverse engineer or attempt to derive non-public source code, infrastructure, security mechanisms, or proprietary components of the Service except to the extent such a restriction is prohibited by applicable law.

Restrictions in this section do not limit rights you may separately have under the license applicable to an open-source or open-weight model.

You may not resell or sublicense raw access to the Direxis API except through an authorized Direxis partner, marketplace, reseller program, or with our prior written permission.

We may investigate suspected violations and may suspend or restrict access when reasonably necessary to protect the Service, our customers, or third parties.

7. Inputs, Outputs, and Customer Content

"Input" means content you or an authorized service submits for processing through the Service.

"Output" means content generated by a model in response to Input.

Your Inputs

As between you and Direxis, you retain your rights in your Input.

You represent that you have the rights and permissions necessary to submit Input to the Service and to authorize its processing as described in these Terms and our Privacy Policy.

You grant Direxis a limited, non-exclusive right to process Input solely as necessary to:

  • Provide the requested inference or other Service
  • Secure and operate the Service
  • Comply with applicable law
  • Perform obligations expressly authorized by you

This license does not give Direxis the right to use your Input to train or fine-tune models unless you separately and expressly agree to such use.

Outputs

As between you and Direxis, and to the extent permitted by applicable law and the license or terms applicable to the underlying model, Direxis claims no ownership of Output generated specifically for you.

Your rights in Output may be subject to:

  • Applicable law
  • The license of the underlying model
  • Third-party intellectual property rights
  • Additional model-specific terms disclosed for a particular model

AI systems may generate the same or similar Output for multiple users. Output may therefore not be unique.

8. AI Systems and Model Outputs

Machine-learning models are probabilistic systems.

Output may:

  • Be inaccurate or incomplete
  • Contain errors
  • Be outdated
  • Contain objectionable or unexpected material
  • Resemble content generated for other users
  • Fail to reflect current facts or professional standards

You are responsible for evaluating Output before using or relying on it.

You should use appropriate human review and independent verification when Output is used in circumstances where an error could materially affect a person, business, system, or decision.

Direxis does not represent that any Output is professional, legal, medical, financial, or other expert advice.

9. Model Licenses and Third-Party Components

Some models made available through the Service are developed or licensed by third parties or released under open-source, source-available, community, or other licenses.

Your use of a particular model may be subject to additional terms or license restrictions applicable to that model.

Where reasonably practicable, Direxis will identify applicable model licenses or usage restrictions through model documentation or the Service.

You are responsible for complying with terms applicable to models you choose to use.

10. Marketplace and Partner Access

Direxis may provide inference through authorized third-party platforms, marketplaces, API gateways, resellers, and integrations.

If you access Direxis through such a service:

  • The third party may manage your account, billing, routing, or customer relationship
  • The third party's own terms and privacy policy may also apply
  • Pricing charged to you by the third party may differ from Direxis's direct pricing
  • The third party may apply additional usage restrictions or functionality
  • Direxis may receive request metadata necessary to provide inference, measure usage, and account for charges

The terms between you and the third-party platform govern your relationship with that platform.

A separate agreement between Direxis and the platform may govern the platform's access to Direxis infrastructure.

Nothing in these Terms authorizes an unaffiliated party to resell Direxis services without our permission.

11. Data and Privacy

Our handling of personal information and inference data is described in our Privacy Policy.

For Direxis-hosted inference endpoints, Direxis does not use customer Inputs or Outputs to train or fine-tune models and does not persistently retain Input or Output content after the inference request has completed, unless a different policy is expressly disclosed for a particular Service or separately agreed with you.

We may retain non-content metadata associated with requests for purposes such as billing, security, reliability, capacity planning, and performance measurement.

12. Rate Limits and Capacity

We may apply rate limits, concurrency limits, token limits, capacity restrictions, or other technical limits to protect the stability and availability of the Service.

Limits may vary by:

  • Model
  • Account
  • Service tier
  • API key
  • Region
  • Available infrastructure
  • Contracted capacity

Unless otherwise stated in a separate agreement, access to a particular model or level of capacity is not guaranteed.

13. Service Availability and Changes

We work to provide a reliable Service but do not guarantee uninterrupted or error-free operation unless a separately signed service-level agreement states otherwise.

We may:

  • Add or remove models
  • Update model versions
  • Modify APIs or features
  • Change technical limits
  • Perform maintenance
  • Temporarily restrict capacity
  • Suspend services when necessary for security, legal, or operational reasons

Where reasonably practicable, we will provide notice of material changes that are likely to disrupt normal use of the Service.

14. Intellectual Property

Direxis and its licensors retain all rights, title, and interest in the Service, including our:

  • Software
  • APIs
  • Infrastructure
  • Documentation
  • Websites
  • Designs
  • Trademarks
  • Proprietary inference and communication technology

Except for the limited right to use the Service under these Terms, no rights in Direxis intellectual property are transferred to you.

These Terms do not grant Direxis ownership of your Input or, subject to Section 7, your Output.

15. Feedback

If you voluntarily provide suggestions, ideas, or feedback about the Service, you grant Direxis the right to use that feedback without restriction or compensation to improve or develop our products and services.

This section does not grant Direxis rights to your confidential information or API content merely because you use the Service.

16. Suspension and Termination

You may stop using the Service at any time.

Where account controls permit, you may also close your account.

We may suspend, restrict, or terminate access to the Service if:

  • You materially violate these Terms
  • Payment is overdue or reversed
  • Your usage presents a security or abuse risk
  • Your usage could materially disrupt the Service
  • We are required to do so by law
  • Continued provision of the Service creates material legal or operational risk

Where practicable and appropriate, we will provide notice and an opportunity to remedy a violation before termination.

We may suspend access immediately where necessary to address fraud, security incidents, illegal activity, abuse, or imminent harm.

Upon termination, your right to use the Service ends. Provisions that by their nature should survive termination will continue to apply, including provisions regarding intellectual property, disclaimers, liability, and dispute resolution.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL MODEL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE."

DIREXIS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF:

  • MERCHANTABILITY
  • FITNESS FOR A PARTICULAR PURPOSE
  • TITLE
  • NON-INFRINGEMENT

WE DO NOT WARRANT THAT:

  • THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE
  • ANY PARTICULAR MODEL WILL REMAIN AVAILABLE
  • OUTPUT WILL BE ACCURATE, COMPLETE, UNIQUE, OR RELIABLE
  • THE SERVICE WILL MEET EVERY PARTICULAR REQUIREMENT OR USE CASE

Nothing in this section limits warranties or obligations that cannot lawfully be excluded or that are expressly provided in a separate written agreement.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIREXIS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIREXIS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

  1. THE AMOUNT YOU PAID TO DIREXIS FOR THE SERVICE DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
  2. $100 USD.

The limitations above apply regardless of the legal theory of liability and even if a party has been advised that damages were possible.

Some jurisdictions do not allow certain exclusions or limitations of liability, so some of these limitations may not apply to you.

A separately signed agreement may provide different liability terms for enterprise or managed services.

19. Indemnification

To the extent permitted by law, if you use the Service on behalf of a business or organization, you agree to defend, indemnify, and hold harmless Direxis and its affiliates, officers, directors, employees, and agents from third-party claims, damages, losses, liabilities, and reasonable legal expenses arising from:

  • Your unlawful use of the Service
  • Your material violation of these Terms
  • Your Input
  • Your infringement or violation of a third party's rights

This obligation does not apply to the extent a claim results from Direxis's own breach of these Terms, gross negligence, or willful misconduct.

20. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Except where applicable law requires otherwise, any dispute arising out of or relating to these Terms or the Service will be brought in the state or federal courts located in Delaware, and each party consents to their jurisdiction and venue.

21. Changes to These Terms

We may update these Terms from time to time as the Service evolves.

When we do, we will update the "Last updated" date above.

If a change materially affects your rights or obligations, we will provide additional notice where required by law or reasonably appropriate.

Unless otherwise stated, updated Terms take effect when posted.

Your continued use of the Service after updated Terms take effect constitutes acceptance of the revised Terms.

22. General

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.

Our failure to enforce a provision is not a waiver of our right to do so later.

You may not assign these Terms without our prior written consent, except as permitted by applicable law. Direxis may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, or similar transaction.

These Terms, together with any policies or agreements expressly incorporated into them, constitute the agreement between you and Direxis regarding the Service unless a separate written agreement applies.

23. Contact

Questions about these Terms may be sent to:

Direxis, Inc. Email: contact@direxis.ai