1. BACKGROUND
1.1 These LLM Service TokenHub Terms of Service ("LLM Service TokenHub Terms") apply to your use of the LLM Service TokenHub service described herein.
1.2 The Tencent entity providing the Service to you, and with whom you are contracting under these LLM Service TokenHub Terms, is the same Tencent entity identified as the contracting party in the Terms of Service applicable to your region of access, as set out in the Terms of Service. References to "Tencent Cloud", "we", "us", and "our" in these LLM Service TokenHub Terms refer to that entity.
1.3 These LLM Service TokenHub Terms should be read together with following Tencent Cloud terms and policies, each of which applies to your use of the Service, and in the event of any conflict or inconsistency between them, the following documents shall prevail in the descending order of precedence:
1.3.1 the LLM Service TokenHub Terms;
1.3.5 the LLM Service TokenHub Service Level Agreement;
1.3.6 any applicable Service Level Agreement(s) for specific AI Models made available through the Service, as published on the LLM Service TokenHub Platform from time to time;
2. DEFINITIONS AND INTERPRETATION
2.1 Capitalised terms used but not defined in these LLM Service TokenHub Terms have the meanings given to them in the Terms of Service and the AI Service Terms, including but not limited to AI Output, User Input, AI Model, Tencent Cloud AI Models, AI Model Providers and Third-Party AI Models.
2.2 Subject to clause 2.1, in these LLM Service TokenHub Terms, the following words and expressions have the following meanings:
"AI Model-Specific Token Purchase" means the Token purchase option described in clause 6.2.1, pursuant to which Tokens are purchased for use with a single specified AI Model only.
"Business User" means a User accessing the Service for commercial, professional, or business purposes.
"Individual User" means a natural person accessing the Service for personal, non-commercial use.
"Monthly Token Plan" means the Token purchase option described in clause 6.2.2, pursuant to which Tokens are purchased on a monthly basis for use across any AI Models designated as eligible for that plan.
"Service" has the meaning given in clause 3.1.
"Third-Party AI Model SLAs" means the SLA applicable to a specific Third-Party AI Model as published on the LLM Service TokenHub Platform from time to time, setting out the applicable availability commitments and exclusions for that Third-Party AI Model.
"Third-Party AI Model Terms" means the terms of service, licence terms, or other conditions imposed by an AI Model Provider in connection with the use of a Third-Party AI Model.
"LLM Service TokenHub Platform" means the LLM Service TokenHub interface accessible via the Tencent Cloud International portal through which the Service is accessed.
"Token" means tokens purchased via the Service which are used to measure and charge for the use of AI Models through the Service.
"Token Balance" means the total number of Tokens held in a User's account at any given time.
"User" means any Business User or Individual User who accesses or uses the Service in accordance with these LLM Service TokenHub Terms.
3. SERVICE DESCRIPTION
3.1 Service Description. These LLM Service TokenHub Terms govern your access to and use of the LLM Service TokenHub platform ("Service"), a Model-as-a-Service platform provided by Tencent Cloud which is accessible via API through the LLM Service TokenHub Platform. The Service enables users to invoke AI Models to automatically generate content (including text, images, video, and 3D models) in response to prompts and other inputs submitted by the User for different tasks. The Service is offered to both Business Users and Individual Users.
3.2 Operational Modes. The Service offers two operational modes for accessing AI Models, which are described in detail in clause 4:
3.2.1 Manual Selection Mode, in which you select the AI Model you wish to use from the AI Model library on the LLM Service TokenHub Platform;
3.2.2 Auto Mode (available to Monthly Token Plan subscribers only), in which the Service automatically selects the most appropriate AI Model to process your User Input based on the nature of the User Input content.
3.3 AI Model Library. The Service makes available a library of AI Models from which Users may select model(s) to process their User Inputs. The AI Model library may include:
3.3.1 Tencent Cloud AI Models;
3.3.2 open-source AI Models deployed or hosted by Tencent Cloud (subject to the models actually made available on the LLM Service TokenHub Platform from time to time);
3.3.3 Third-Party AI Models accessed by Tencent Cloud via API and obtained directly from AI Model Providers or through authorised resellers.
3.4 Third-Party AI Model Relationship. Where the Service utilises a Third-Party AI Model or third-party system, the following will apply:
3.4.1 by using the Service, you authorise Tencent Cloud to engage the relevant Third-Party AI Model Provider to process the User Inputs you submit to the Service, solely for the purpose of obtaining AI Outputs from that Third-Party AI Model or system on your behalf. Tencent Cloud acts as an intermediary in facilitating such access and does not itself provide, own, or control the AI Outputs generated by the relevant Third-Party AI Model or system;
3.4.2 AI Outputs from Third-Party AI Models or third-party systems are provided by the relevant third party. Tencent Cloud gives no warranty or representation as to the security, stability, accuracy, completeness, effectiveness, fitness for purpose, or any other aspect of the services or content provided by any Third-Party AI Model Provider or third-party system;
3.4.3 Where applicable Third-Party AI Model Terms conflict with these LLM Service TokenHub Terms or the Terms of Service in respect of the relevant Third-Party AI Model, the Third-Party AI Model Terms will prevail;and
3.4.4 any disputes or damages arising from the provision of results by a Third-Party AI Model Provider must be resolved by you directly with the relevant Third-Party AI Model Provider. Tencent Cloud's liability in respect of AI Outputs from Third-Party AI Model is limited as set out in clause 17.
3.5 Token-Based Access. Access to and use of AI Models through the Service is measured and charged based on Token consumption. Tokens must be purchased through the LLM Service TokenHub Platform prior to use. The Token purchase options available, the applicable Token consumption rates for each AI Model and the validity periods for purchased Tokens are set out in clause 6 and on the LLM Service TokenHub Platform.
3.6 Service Options and Configurations. The Service may provide you with one or more options relating to device configurations, feature combinations, and service. Before enabling the Service, please carefully read the service descriptions and rules published on the LLM Service TokenHub Platform and, based on your needs and circumstances, determine the specific service configuration and features you wish to purchase or use. Tencent Cloud will provide the Service in accordance with these LLM Service TokenHub Terms and the service configuration and features you select. Services with different configurations and functions may result in different service performance or outputs. Tencent Cloud may from time to time offer promotions for certain configurations and functions. You agree to comply with any conditions or prerequisites that may be prescribed for such promotions, failing which you agree that Tencent Cloud shall have the right to withhold or suspend your use or enjoyment of the relevant promotional benefits, or to require you to pay for any applicable price difference.
3.7 Open Source. The Service may include certain third-party open-source code or software, which may be subject to separate open-source licence agreements. You must comply with the requirements of those open-source licences when using the Service and, where applicable, when performing any secondary development using such open-source components.
3.8 Account Requirement. You must hold a valid and active Tencent Cloud account to access the Service. Account registration, eligibility (including age eligibility), and account obligations are governed by the Terms of Service.
4. AI MODEL SELECTION AND OPERATIONAL MODES
4.1 Manual Selection Mode. Subject to clause 4.2, you may browse the AI Model library on the LLM Service TokenHub Platform and manually select the AI Model you wish to use to process your User Input. In Manual Selection Mode, you are responsible for selecting an AI Model appropriate for the task you wish to perform.
4.2 Auto Mode. Where you subscribe to the Monthly Token Plan, you may elect to use the Service in Auto Mode, subject to the following:
4.2.1 you will not be informed of, and will have no control over, which specific AI Model is selected to process your User Input in Auto Mode;
4.2.2 Tencent Cloud will exercise reasonable care in designing the AI Model selection logic for Auto Mode, however Tencent Cloud does not warrant that the AI Model selected in Auto Mode will be the optimal model for your specific use case or that it will achieve any particular result;
4.2.3 by electing to use Auto Mode, you consent to your User Inputs being processed by any AI Model within the pool of AI Models designated for Auto Mode use.
5. RULES OF USE
5.1 Compliance with Terms of Service, AI Service Terms and AUP. Your use of the Service is subject to the Terms of Service, the AI Service Terms and the AUP. This clause 5 sets out additional rules of use specific to the Service and supplements (but does not replace) the Terms of Service, AI Service Terms and AUP.
5.2 Specific Prohibited Conduct. In addition to the prohibitions set out in the Terms of Service, AI Service Terms and AUP, you must not use the Service to:
5.2.1 develop, train, or improve algorithms, models, or systems that have a direct or indirect competitive relationship with Tencent Cloud or the Service, without Tencent Cloud's prior written consent;
5.2.2 obtain data generated or output by the Service by means of web scraping, extraction, crawling, or any other automated means not expressly authorised under these LLM Service TokenHub Terms or the API documentation;
5.2.3 provide access to the Service or any API token for the Service to any third party by leasing, lending, selling, distributing, reselling, transferring, or otherwise, without Tencent Cloud's prior written consent;
5.2.4 enable or use the Service by any improper means or in violation of any applicable laws, including by using bots, spiders, crawlers, traffic-spamming software, or similar programs, or by using methods not designated or permitted by Tencent Cloud.
5.3 Responsibility for Use. Before using the Service, you should review the service descriptions and operating guidance published on the LLM Service TokenHub Platform. You are responsible for ensuring that your use of the Service is in accordance with such descriptions and guidance. You acknowledge and agree that you assume all risk in connection with your use of the Service and that you are solely responsible for all User Inputs submitted to the Service and all your usage of AI Outputs. You must implement appropriate safeguards to prevent misuse of the Service by your End Users, employees, or contractors.
6. PURCHASE AND USE OF TOKENS
6.1 Token-Based Consumption. All use of AI Models through the Service consumes Tokens. The applicable Token consumption rate for each AI Model and task type is published on the LLM Service TokenHub Platform and may be updated from time to time in accordance with clause 10. Tencent Cloud will provide reasonable notice of Token rate changes as set out in clause 10.3.
6.2 Purchase Options. Tokens may be purchased through the LLM Service TokenHub Platform under one of the following plans:
6.2.1 AI Model-Specific Token Purchase. You purchase a specified quantity of Tokens designated for use with a specific AI Model only. AI Model-Specific Tokens may not be used with any other AI Model. AI Model-Specific Token Purchases are available in Manual Selection Mode only.
6.2.2 Monthly Token Plan. You purchase a specified quantity of Tokens on a monthly basis that may be used across any of the AI Models designated as eligible for the Monthly Token Plan, as published on the LLM Service TokenHub Platform. Monthly Token Plan subscribers may use the Service in either Manual Selection Mode or Auto Mode.
6.3 Token Validity Period. Tokens are subject to expiry as follows:
6.3.1 AI Model-Specific Tokens expire on the date specified at the time of purchase, as published on the LLM Service TokenHub Platform. Unused AI Model-Specific Tokens will be forfeited upon expiry unless otherwise stated.
6.3.2 Monthly Token Plan Tokens are valid for use during the relevant service month in which they are purchased. Unused Monthly Token Plan Tokens do not roll over to the following month and will be forfeited at the end of the service month, subject to clause 9.
6.4 No Rollover. Except as expressly provided in clause 9 in respect of Discontinued AI Models, unused Tokens are non-transferable, non-convertible between plans, and will not roll over to any subsequent period.
6.5 Payment Terms. All Token purchases are subject to the payment terms set out in the Terms of Service, including currency, payment methods, invoicing, and tax provisions.
7. SERVICE LEVELS
7.1 LLM Service TokenHub SLA. These LLM Service TokenHub Terms shall be read together with the LLM Service TokenHub SLA, and where applicable, the relevant SLA for the applicable Tencent Cloud AI Model, which forms part of and is incorporated into these LLM Service TokenHub Terms by reference.
7.2 Third-Party AI Model SLAs. Each Third-Party AI Model made available through the Service is subject to its own Third-Party AI Model SLA as published on the LLM Service TokenHub Platform, as distinct from the LLM Service TokenHub SLA. Third Party AI Model SLAs set out, among other things, the applicable availability commitments and exclusions for the relevant Third-Party AI Model. You acknowledge and agree that Third-Party AI Model SLAs may be updated by the Third-Party AI Model Providers from time to time. It is your responsibility to review the applicable Third-Party AI Model SLAs on a regular basis to ensure that you are aware of any such updates.
8. AVAILABILITY, MODIFICATION AND DISCONTINUATION
8.1 Modification and Discontinuation. Tencent Cloud reserves the right, at any time and in its sole discretion, to modify, upgrade, optimise, adjust, or discontinue any aspect of the Service (including its features, content, interface, AI Model library, data sources, billing model, API specifications, and performance standards), or to suspend or terminate all or part of the Service, including
(a) for strategic adjustments to its product line or the shutdown of a service;
(b) in relation to material upgrades to its technical architecture or changes to its business model;
(c) where, in the opinion of Tencent, the operation of the Service ceases to be in Tencent Cloud's commercial interest;
(d) where Tencent Cloud determines in its discretion that continued provision of the Service would give rise to unacceptable technical, legal, financial, or reputational risk;
(e) in response to requirements under applicable laws, regulations, or governmental directives;
(f) any other circumstance that Tencent Cloud considers necessary. For clarity, Where reasonably practicable and permitted under applicable laws, Tencent Cloud will give you prior notice of any such change via the LLM Service TokenHub Platform or by email notification.
8.2 Immediate Discontinuation. Tencent Cloud reserves the right to discontinue an AI Model without prior notice where it is legally required or technically necessary to do so, including but not limited to where continued provision of the AI Model would violate applicable law, a court order, or a governmental or regulatory directive, or where discontinuation results from an immediate withdrawal of access by an AI Model Provider, or a critical security or legal issue.
8.3 AI Model Library Changes. Without limiting Tencent's right under clauses 8.1 and 8.2 above, Tencent Cloud's right in this clause 8 includes the right, in relation to individual AI Models, to:
8.3.1 add new AI Models to the Service;
8.3.2 update, upgrade, or modify an existing AI Model (including changes to model versions, capabilities, or Token consumption rates);
8.3.3 discontinue or remove an AI Model from the Service (a Discontinued AI Model),
in each case in accordance with this clause 8 and clause 9.
8.4 Notice of Discontinuation. Save for immediate discontinuation where reasonably practicable and subject to any legal, regulatory, or third-party constraints, Tencent Cloud will:
8.4.1 provide not less than [30 days'] prior notice of the discontinuation of an AI Model on the LLM Service TokenHub Platform and, where your contact information is available, by email notification;
8.4.2 in cases where advance notice is not possible under clause 8.2, notify you as soon as reasonably practicable after the discontinuation has taken effect where permitted under applicable laws.
9. UNUSED TOKENS UPON AI MODEL DISCONTINUATION
9.1 Application. This clause 9 sets out the mechanism for dealing with Tokens that a User has purchased but is unable to use due to the discontinuation of an AI Model.
AI Model-Specific Token Purchases
9.1.1 Where an AI Model that is the subject of an AI Model-Specific Token Purchase becomes a Discontinued AI Model and you hold an unexpired Token Balance designated for that AI Model at the time of discontinuation, you will be entitled to a pro-rata refund of the purchase price paid for the unused AI Model-Specific Tokens, calculated on the basis of the number of unused Tokens remaining at the date of discontinuation as a proportion of the total Tokens originally purchased.
9.1.2 Where advance notice of at least [30 days] is given in accordance with clause 8.4.1, Tencent Cloud's obligation under clause 9.1.1 will apply only to Tokens that remain unused at the end of the notice period. You are encouraged to use your AI Model-Specific Tokens prior to the discontinuation effective date.
9.1.3 Where discontinuation occurs without advance notice (in the circumstances described in clause 8.2), Tencent Cloud's obligation under clause 9.1.1 will apply to all unused AI Model-Specific Tokens as at the date of discontinuation.
Monthly Token Plan
9.1.4 Where an AI Model available under the Monthly Token Plan becomes a Discontinued AI Model during an active service month, your Monthly Token Plan Tokens will remain valid for use with all other AI Models designated for the Monthly Token Plan during the remainder of that service month.
9.1.5 Where the discontinuation of one or more AI Models means that the Monthly Token Plan no longer includes a reasonable selection of AI Models sufficient to support the same task types as were available at the commencement of your current service month, Tencent Cloud will:
9.1.5.1 notify you promptly of the change to the plan;and
9.1.5.2 provide a pro-rata refund of the monthly subscription fee for the current service month, calculated by reference to the number of days remaining in the service month at the date of discontinuation.
9.2 Sole Remedy. Subject to any rights you may have under applicable mandatory law, the remedies set out in this clause 9 represent your sole and exclusive remedy in respect of any unused Tokens arising from the discontinuation of an AI Model.
10. PRICING AND TOKEN RATES
10.1 Published Pricing. The price of Tokens and the applicable Token consumption rates for each AI Model are published on the LLM Service TokenHub Platform. Prices are published in the currencies supported by the Tencent Cloud International portal and are exclusive of applicable taxes unless stated otherwise.
10.2 Price Changes. Token prices and Token consumption rates may be updated from time to time. Tencent Cloud reserves the right to adjust pricing at its discretion, subject to the notice obligations in clause 10.3.
10.3 Notice of Price Changes. Where Tencent Cloud increases the price of Tokens or increases the Token consumption rate for an AI Model, Tencent Cloud will provide not less than [30 days] prior notice of such change by publishing the updated pricing on the LLM Service TokenHub Platform. Changes to Token consumption rates arising from updates to an AI Model (including model version upgrades) may be notified concurrently with notice of the AI Model update.
10.4 Purchased Tokens. Tokens purchased prior to the effective date of a pricing change will retain their face Token value and will be consumed at the Token consumption rates applicable at the time of consumption (not at the rate applicable at the time of purchase).
10.5 Payment Terms. All payment terms, invoicing, billing, and tax provisions applicable to Token purchases are governed by the Terms of Service.
11. USER DATA
11.1 Terms of Service, Privacy Policy and DPSA Apply. All provisions relating to data processing, data protection, data security, and Tencent Cloud's use of your User Content are governed by the Terms of Service, the Tencent Cloud Privacy Policy and the DPSA, which apply in full to your use of the Service. This clause 11 supplements (and does not replace) those provisions.
12. INTELLECTUAL PROPERTY
12.1 AI Model Intellectual Property. All Intellectual Property Rights in the Service and in any materials, technologies, software, code, models, technical documentation, APIs, developer tools, and other tools or resources made available by Tencent Cloud in connection with the Service vest in and shall remain the property of Tencent Cloud or its licensors (as applicable). Nothing in these LLM Service TokenHub Terms grants you any right, title, or interest in or to any such Intellectual Property Rights, except for the limited right to use the Service in accordance with these LLM Service TokenHub Terms. You shall not, without Tencent Cloud's prior written consent, copy, distribute, transfer, sublicence, or otherwise make available to any third party any such materials, technologies, software, or tools, or any Intellectual Property Rights subsisting therein.
12.2 AI Output IPR Disclaimer. You acknowledge that:
12.2.1 AI-generated content cannot entirely avoid risks such as intellectual property infringement, especially where you input unauthorised third-party works such as text or images. You should use AI-generated content with prudent judgement;
12.2.2 AI models may generate AI Outputs that are the same as, similar to, partially inconsistent with, or completely inconsistent with AI Outputs generated for other Users who submitted different content in different scenarios. Where your generated AI Output is the same as or similar to another User's AI Output, you and that User shall each use the corresponding AI Output based on your respective User Inputs, and you shall not treat another User's AI Output as your own;
12.2.3 Tencent Cloud does not warrant that AI Outputs are free from third-party Intellectual Property Rights or that your use of any AI Output will not infringe such rights;
12.2.4 the intellectual property status of AI-generated content is subject to evolving legal frameworks in different jurisdictions, and it is your sole responsibility to seek independent legal advice in respect of the intellectual property implications of your use of AI Outputs.
12.3 Open-Source Components. The Service may incorporate third-party open-source code or software which is subject to separate open-source licence terms. You shall comply with the applicable open-source licence terms in your use of the Service and, where applicable, in any secondary development using such open-source components. You are solely responsible for any claims, losses, or liabilities arising from your breach of any applicable open-source licence terms or from any infringement of third-party rights resulting from your use of, or any secondary development based on, such open-source components or any AI Outputs derived therefrom. Without prejudice to any other rights or remedies available to Tencent Cloud, Tencent Cloud may suspend or terminate the Service immediately upon becoming aware of any such breach or infringement.
13. LIMITATION OF LIABILITY
13.1 In addition to the limitation of liability provisions set out in the Terms of Service and the AI Service Terms, Tencent Cloud's liability in respect of any Third-Party AI Model is further limited to the extent that:
13.1.1 Tencent Cloud's ability to provide, maintain, or restore access to a Third-Party AI Model is dependent on the acts or omissions of the relevant AI Model Provider;
13.1.2 to the maximum extent permitted by law, Tencent Cloud shall not be liable for any loss or damage arising from the acts, omissions, performance failures, or unavailability of any Third-Party AI Model.
14. SUSPENSION AND TERMINATION
14.1 Terms of Service Apply. The suspension and termination provisions set out in the Terms of Service apply in full to these LLM Service TokenHub Terms.
14.2 Suspension and Termination. In addition to any rights to suspend or terminate under the Terms of Service and as set out in clause 8 of these LLM Service TokenHub Terms, Tencent Cloud has the right to immediately suspend or terminate the Service without any liability to you where:
14.2.1 you violate any provisions of these LLM Service TokenHub Terms, including but not limited to the rules of use, content policies, and intellectual property clauses;
14.2.2 you fail to pay any due and payable fees in full and on time;
14.2.3 Tencent Cloud reasonably suspects that you are using the Service for illegal or non-compliant activities;
14.2.4 your use poses a threat to the security or stability of the Service or to others' lawful rights and interests;
14.2.5 Tencent Cloud reasonably believes that your instructions or use of the Service would require Tencent Cloud to process data in a manner that violates applicable data protection laws, in which case Tencent Cloud will notify you promptly and suspend the Service pending resolution.
14.3 Effect on Token Balance. Suspension of the Service will not result in the expiry or forfeiture of your Token Balance, provided that the suspension is not the result of a breach by you of these LLM Service TokenHub Terms. Where your account is terminated for cause in accordance with clause 14.2, Tencent Cloud reserves the right to forfeit any remaining Token Balance without refund, subject to applicable laws.
14.4 Termination by You. You may cease using the Service at any time by discontinuing your use of the LLM Service TokenHub Platform. Termination of the Service does not terminate your Tencent Cloud account.
15. GENERAL
15.1 Terms of Service. Clause 13 of the Terms of Service shall apply in full to these LLM Service TokenHub Terms and references in clause 13 to the Terms of Service shall, for the purposes of these LLM Service TokenHub Terms and where appropriate, be read as references to these LLM Service TokenHub Terms.