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LEGAL

Terms of Service

Last updated: 24 September 2026

These Terms of Service (Terms) are an agreement between you and Qernel AI, Inc., a Delaware corporation doing business as Qloud (Qloud, we, us). They govern your use of qloud.sh, the Qloud dashboard, the Qloud API, and related services (the Services). By creating an account, generating an API key, buying credits, or otherwise using the Services, you accept these Terms, our Privacy Policy, and our AI Policy. If you accept on behalf of an organization, you confirm you have authority to bind it, and you means that organization.

Section 15 requires most disputes to be resolved by individual arbitration and waives class actions and jury trials. You may opt out as described there.

1. Accounts

You must be at least 18 to use the Services. You are responsible for all activity under your account and API keys. Keep your credentials secret, revoke keys that may be exposed, and tell us promptly at hello@qloud.sh about any unauthorized access. API keys belong to the organization that created them and are not revoked when a member leaves.

2. Using the Services

Qloud provides API access to open-weight AI models. We may set limits on requests, tokens, concurrency, spending, and similar measures, and you may not try to get around them. You must follow our AI Policy, and you must not:

  • break the law or infringe anyone's rights;
  • use stolen or shared credentials, or open accounts to evade a suspension or limit;
  • probe, overload, or attack the Services, or reverse engineer Qloud software, except where the law allows it; or
  • resell raw access to the Services as an API or key-sharing service without our written consent. Building your own products on the Services is fine.

You are responsible for how your own users use features built on the Services.

3. Your content

You keep all rights in the prompts and other material you send us (Input). To the extent the law and the model's license allow, you own what the Services return (Output), and we assign to you any rights we have in it. You give us permission to process Input and Output only to provide, secure, bill, and support the Services and to comply with law. We do not use your Input or Output to train or fine-tune models.

You confirm you have the rights and consents needed for your Input. Output is machine-generated and may be inaccurate or similar to Output given to others, so review it before relying on it.

4. Models and third parties

Each model is published by a third party under its own license, and you must follow the license of any model you use. To serve requests, we may route them to third-party inference providers, as described in our Privacy Policy. We are not responsible for third-party services, websites, or content we do not control.

5. Credits and payment

The Services are paid for with prepaid credits, charged at the prices shown on our website or dashboard when each request is processed. You authorize us and our payment processor to charge your payment method for purchases and, if you turn on automatic top-up, each time your balance falls below your chosen threshold until you turn it off.

Credits are non-refundable, have no cash value, and cannot be transferred, except where the law requires, where we charged you in error, or as stated in Section 7. Purchased credits do not expire while your account is open. Promotional credits may expire and may carry their own conditions.

Prices exclude taxes, which you are responsible for. We may change prices for future usage. Tell us at billing@qloud.sh within 60 days if you think a charge is wrong, and please contact us before starting a chargeback.

6. Changes and beta features

We may add, change, or remove models and features. Because models come from third parties, some may be withdrawn at short notice; where we plan to retire a generally available model, we will try to give advance notice. Beta, preview, and free features may change or end at any time.

7. Suspension and termination

You may stop using the Services at any time. We may suspend or terminate your access if you breach these Terms or the AI Policy, if your use creates a security, legal, or fraud risk, or if the law requires it. Where appropriate, we will tell you why and give you a chance to fix the problem. We may also end the Services for any other reason with 30 days' notice.

If we terminate for a reason other than your breach, we will refund your unused purchased credits. Otherwise, unused credits are forfeited unless the law requires a refund. Sections 3, 5 (amounts owed), and 8 to 17 survive termination.

8. Intellectual property

Qloud and our licensors own the Services, our software, and our brand. You may not use our name or logos without permission. If you send us feedback, we may use it freely.

To report copyright infringement, email hello@qloud.sh with the subject "Copyright Notice" and the information required by 17 U.S.C. § 512(c)(3). We may terminate repeat infringers.

9. Confidentiality

Each party will protect the other's non-public information, including API keys, non-public pricing, and your Input, with reasonable care, and use it only for these Terms. This does not cover information that is public, already known, independently developed, or lawfully received from others, or disclosures required by law. These duties last three years after your account ends, and longer for trade secrets and credentials.

10. Disclaimers

THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, QLOUD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA. QLOUD'S TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AND US$100. These limits do not apply to your payment or indemnity obligations, your breach of Section 2 or the AI Policy, or liability that cannot be limited by law.

12. Indemnity

You will defend and indemnify Qloud and its personnel against third-party claims, and related costs and reasonable legal fees, arising from your Input, your use of the Services or Output, or your breach of these Terms, the AI Policy, or the law. We will notify you promptly and let you control the defense, but you may not settle in a way that binds us without our consent.

13. Export controls

You must comply with U.S. and other applicable export-control and sanctions laws. You confirm that you are not located in a comprehensively sanctioned country and are not a restricted party.

14. Governing law

These Terms are governed by the laws of Delaware and applicable U.S. federal law, without regard to conflict-of-laws rules. This does not remove mandatory consumer protections where you live. Any dispute not subject to arbitration will be heard only in the state or federal courts in Delaware.

15. Arbitration and class-action waiver

Before filing any claim, the party with a dispute must send a written notice to the other (to us at hello@qloud.sh, subject "Dispute Notice") and both will try to resolve it in good faith for 60 days.

If that fails, any dispute arising from these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Rules (for individuals using the Services for personal purposes) or Commercial Rules (otherwise), under the Federal Arbitration Act. Hearings will be by video or in the county where you live. For consumers, we will pay AAA fees above the court filing fee you would otherwise pay. Either party may instead bring an individual claim in small-claims court, or seek an injunction in court to protect its intellectual property or confidential information. Where many similar claims are filed together, they may be administered in batches under the AAA's mass-arbitration rules.

DISPUTES MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, NOT IN ANY CLASS OR REPRESENTATIVE ACTION, AND BOTH PARTIES WAIVE A JURY TRIAL. If this waiver is unenforceable for a claim, that claim will go to court and the rest of this Section still applies.

You may opt out of arbitration by emailing hello@qloud.sh, subject "Arbitration Opt-Out", within 30 days of first accepting these Terms.

16. Changes to these Terms

We may update these Terms and will change the date above when we do. We will give at least 15 days' notice of material changes by email or in the dashboard, unless a faster change is required by law or for security. Continuing to use the Services after a change takes effect means you accept it.

17. General

These Terms, the Privacy Policy, the AI Policy, and any signed agreement with us are the entire agreement about the Services; a signed agreement controls where it conflicts with these Terms. You may not assign these Terms without our consent; we may assign them in a merger, acquisition, or sale of our business. We may send notices by email or in the dashboard. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations. If any provision is unenforceable, the rest still applies, and not enforcing a provision is not a waiver.

18. Contact

Qernel AI, Inc. (Qloud), 460 California Ave, Suite 205, Palo Alto, CA 94306

hello@qloud.sh · Billing: billing@qloud.sh