Terms of Service

Operator
Maple Ridge Agency Inc.
Effective date
Published when sign-ups open

Draft: this document has not yet been reviewed by counsel and may change before sign-ups open.

These Terms of Service (“Terms”) are an agreement between you (an individual, or the organization you represent) and Maple Ridge Agency Inc., a corporation incorporated in Manitoba, Canada (corporation number 10002574) (“we”, “us”), governing your use of MRAFX Gate. By creating an account, topping up, or calling the API, you agree to these Terms and to the Privacy Policy, Acceptable Use Policy, and Top-up & Refund Policy, which form part of them.

1. The service

MRAFX Gate is an API gateway compatible with the OpenAI API format. We forward your requests to upstream models through official commercial channels (currently Microsoft Azure OpenAI) and return the upstream response to you. We do not train, host, or modify these models.

  • Each response carries headers naming its source: the upstream provider, resource region, the model version returned by the upstream, and the upstream request ID.
  • Available models, context lengths, rate limits, and features are as shown in the console at the time of use.

2. Accounts and verification

  1. You must be at least 18 years old, or the age of majority where you live, and authorized to act for any organization you register.
  2. You must provide true, accurate, and complete registration information and keep it current.
  3. To meet legal obligations including anti-money-laundering, anti-terrorist-financing, and sanctions screening, we may require identity (KYC) or business (KYB) verification. If verification fails, we may restrict top-ups, restrict use, or close the account.
  4. You are responsible for keeping your API keys and login credentials secure. Requests made with your API key are treated as yours, and you are responsible for the resulting charges. If a key is exposed, revoke it in the console and tell us immediately.

3. Prepaid balance and billing

  1. The service is prepaid. Amounts you top up become service credit in your account. Credit can only be used to pay for this service, bears no interest, is not transferable, and is not a deposit or stored-value payment instrument.
  2. The charge for each call equals actual upstream usage multiplied by the published unit price. Billed tokens are taken directly from the usage field the upstream returns; we do not re-estimate them.
  3. Unit prices consist of the upstream list price plus a published platform fee, shown on the model catalog. Price changes are announced on the website or console at least 7 days in advance; calls completed before a change are billed at the earlier price.
  4. Requests are rejected when the balance is insufficient. We do not extend credit.
  5. We issue invoices in CAD or USD. Applicable taxes, such as GST/HST, are shown separately on the invoice.

4. Upstream services and model availability

  1. The service depends on upstream providers. When you use it, you must also comply with the upstream providers’ usage policies, including Microsoft’s Azure OpenAI Code of Conduct and product terms.
  2. Upstream providers apply content filtering. Requests rejected by the upstream return the upstream error as-is; whether they are billed follows the upstream’s actual billing.
  3. If an upstream provider restricts, changes, or discontinues a model, we may need to change or withdraw that model. We will give notice where possible and ensure your remaining balance can be used on other models or refunded under the Top-up & Refund Policy.
  4. We make no warranty about upstream availability, output, or changes to upstream policies.

5. Your obligations

  1. Comply with these Terms, the Acceptable Use Policy, and all laws that apply to you and to your users, including export control, economic sanctions, and data protection laws.
  2. You are responsible for the input you submit and for how you use output. AI-generated content may be inaccurate; verify it before relying on it.
  3. Do not resell, redistribute, or share your API keys or account access without our written consent.

6. Content and intellectual property

  1. As between you and us, you retain all rights in your input, and, to the extent permitted by law and upstream terms, you own the output.
  2. You grant us the limited rights needed to provide the service, namely to forward content to the upstream and return results to you. By default we do not store conversation content; see the Privacy Policy.
  3. The MRAFX Gate name, logo, website, and console design belong to us or our licensors. The gateway software is based on the open-source New API project and its source is published under the GNU AGPL-3.0; your rights in that source code are governed by the AGPL-3.0.

7. Suspension and termination

  1. You may stop using the service and request account closure at any time.
  2. We may suspend or terminate your account if you breach these Terms or the Acceptable Use Policy, refuse or fail verification, are suspected of fraud or unlawful activity, or if we must do so to comply with law or upstream requirements. Where circumstances allow, we will give notice and reasons first.
  3. After termination, any remaining balance is handled under the Top-up & Refund Policy. Where termination results from unlawful activity or fraud, we may freeze or withhold the related funds as permitted by law.

8. Service levels and disclaimers

  1. We use reasonable efforts to keep the service reliable and publish incidents and maintenance on the status page. Unless we agree a separate written service level agreement, the service is provided “as is” and “as available”.
  2. To the fullest extent permitted by law, we make no express or implied warranties of merchantability, fitness for a particular purpose, non-infringement, or the accuracy or completeness of output.

9. Limitation of liability

To the fullest extent permitted by law:

  1. We are not liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption.
  2. Our total liability arising from the service will not exceed the fees you actually paid us in the three months before the event giving rise to the claim.

10. Indemnity

You agree to indemnify us for losses and reasonable costs arising from third-party claims caused by your breach of these Terms, your violation of law, your input, or your use of output.

11. Changes

We may update these Terms. We will give at least 30 days’ notice of material changes by website notice or email. Continued use after a change takes effect means you accept the updated Terms; if you do not agree, you may stop using the service and request a refund of your remaining balance under the Top-up & Refund Policy.

12. Governing law and disputes

These Terms are governed by the laws of Manitoba and the federal laws of Canada applicable there. The parties will first try to resolve any dispute in good faith; failing that, the dispute will be submitted to the courts of competent jurisdiction in Manitoba.

13. Contact

Legal: legal@mrafx.com Support: support@mrafx.com Maple Ridge Agency Inc., Winnipeg, Manitoba, Canada

This document is available in English and Chinese. If the versions differ, the English version governs.