1. Agreement
These Terms of Service (the "Terms") govern access to and use of the PALM SOUQ gateway, dashboard, APIs, SDKs and documentation (the "Service") provided by PALM SOUQ PRIVATE LIMITED, a private limited company incorporated in India (CIN U46309TN2026PTC193667) with its registered office in Chennai, Tamil Nadu, India ("PALM SOUQ"). By creating an account, starting a trial, or using the Service, the organization you represent ("Customer" or "you") agrees to these Terms. If you accept on behalf of an organization, you confirm that you are authorized to bind it.
If Customer and PALM SOUQ have signed an order form or master subscription agreement, that document controls where it conflicts with these Terms. The Data Processing Addendum and, where applicable, the Business Associate Agreement form part of this agreement.
2. The Service
PALM SOUQ is an infrastructure proxy and cost governance platform. It forwards your requests to the model providers you configure, attributes tokens and cost to the tenants you identify, and enforces the budgets, rate limits, fallback chains and circuit breaker policies you define. PALM SOUQ does not provide foundation models and is not a reseller of any provider's API unless an order form expressly says so.
We may improve and change the Service over time. We will not materially reduce the core functionality of a paid plan during a subscription term, and we will give at least 90 days' notice before deprecating a public API version or SDK major version.
3. Accounts and the trial
You must provide accurate account information and keep your credentials secure. You are responsible for activity under your account, including actions by your team members and API keys you issue.
New customers may use a 14-day free production trial that includes 100k managed requests and all features of the Growth plan, without a payment card. At the end of the trial, the gateway stops governing traffic and the dashboard stays available read-only until you choose a plan. Trials are provided as is, without the SLA in section 9.
4. Customer responsibilities
- Provider accounts: you hold the contracts with your model providers and remain responsible for provider charges, provider terms, and the management and rotation of your provider API keys.
- Configuration: you are responsible for the limits, breaker thresholds, fallback chains and tenant identifiers you configure. PALM SOUQ enforces the rules you set and the algorithmic heuristics you enable; it does not guarantee that every unwanted request will be stopped.
- Application logic: you are responsible for how your application handles an HTTP 429 response with X-PalmSouq-Reason: circuit_breaker_triggered, a quota response, or a model fallback.
- Lawful data: you will have the rights and notices needed to send data through the Service, and you will not send special category data, or protected health information unless a Business Associate Agreement is in place.
- End users: you are responsible for your own end users' compliance with your terms.
5. Acceptable use
You will not, and will not allow anyone else to:
- Use the Service to violate law or any model provider's usage policies.
- Attempt to probe, scan or test the vulnerability of the Service outside our published vulnerability disclosure program, or bypass rate limits, authentication or tenant isolation.
- Resell or sublicense the Service as a standalone gateway, except as an agency managing your own clients' traffic under your account.
- Reverse engineer the Service, except to the extent applicable law allows despite this restriction.
- Use the Service to build a competing product, or to benchmark it for publication without our written consent, which we will not unreasonably withhold.
- Send malware, or traffic intended to degrade the Service for other customers.
6. Fees, billing and taxes
Fees for Starter and Growth are published on our pricing page; Scale fees are set in an order form. Subscription fees are billed in advance, monthly or annually. Managed request overages above your plan allowance are billed monthly in arrears at the rate for your plan. Annual plans are billed at the discounted annual price.
Invoices are due within 30 days of issue unless the order form says otherwise. Fees are exclusive of taxes. Where PALM SOUQ is required to charge GST, VAT, sales tax or similar taxes, they will appear on the invoice. If you are required to withhold tax, you will gross up the payment so that PALM SOUQ receives the full invoiced amount, unless a valid exemption certificate is provided.
If an undisputed invoice is more than 30 days overdue, we may suspend the Service after giving 10 days' written notice. When the gateway is suspended, our SDKs fail open to your provider directly, so your application keeps working without PALM SOUQ governance.
7. Customer data and ownership
As between the parties, you own all data you send to the Service, including request content, completions and metadata ("Customer Data"), and your provider API keys. You grant PALM SOUQ a limited right to process Customer Data only to provide, secure and support the Service and as described in the Data Processing Addendum.
Request content and completions are subject to Zero Payload Retention: they are processed in memory and are not stored. PALM SOUQ may create aggregated, de-identified statistics about Service performance and usage that do not identify you, your tenants or any individual, and may use them to operate and improve the Service.
PALM SOUQ owns the Service, the SDKs, the LLM Price Index and all related intellectual property. SDKs published under an open-source license are governed by that license.
8. Confidentiality
Each party will protect the other's confidential information with at least reasonable care, use it only to perform under this agreement, and disclose it only to employees and contractors who need to know and are bound by similar obligations. These obligations do not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or rightfully received from a third party. A party may disclose confidential information when required by law, after giving notice where permitted.
9. Availability and support
PALM SOUQ targets 99.999% monthly availability for the gateway data plane. For Scale customers, the contractual SLA, measurement method and service credits are set out in the order form; service credits are the sole remedy for missing the SLA. Starter and Growth plans receive the same infrastructure without a contractual credit. Support channels and response targets for each plan are listed on the pricing page.
Our SDKs are designed to fail open: if the gateway cannot be reached within the configured timeout, requests go directly to the provider. Requests sent this way are not metered or governed by PALM SOUQ until connectivity returns.
10. Warranties and disclaimers
PALM SOUQ warrants that the paid Service will perform materially as described in its documentation and that we will not materially decrease its security during a subscription term. If we breach this warranty, you must tell us within 30 days, and your remedy is for us to fix the issue or, if we cannot, to terminate the affected subscription and refund prepaid fees for the remaining term.
Except as expressly stated, the Service is provided without other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. Cost figures in the Service are computed from provider list prices recorded in our pricing registry and from token counts reported by providers; your provider invoice remains the authoritative record of provider charges.
11. Indemnities
PALM SOUQ will defend you against third-party claims alleging that the Service infringes an intellectual property right, and pay resulting damages awarded or agreed in settlement. You will defend PALM SOUQ against third-party claims arising from Customer Data or your use of the Service in breach of these Terms. The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party.
12. Limitation of liability
Except for indemnity obligations, breach of confidentiality, and a party's gross negligence, fraud or willful misconduct, each party's total liability arising out of this agreement is limited to the fees paid and payable by Customer in the 12 months before the event giving rise to the claim. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, even if advised of the possibility. PALM SOUQ is not liable for charges incurred with model providers, including charges incurred while a limit was not configured, a heuristic was disabled, or SDKs had failed open.
13. Term and termination
This agreement continues while you have an active subscription or trial. Subscriptions renew automatically for the same period unless either party gives notice before the renewal date; monthly plans can be cancelled at any time from the dashboard, effective at the end of the billing month. Either party may terminate for material breach not cured within 30 days of written notice.
On termination, you may export your metering data for 30 days. After that, we delete Customer Data in line with the Data Processing Addendum. Sections that by their nature should survive will survive termination.
14. Governing law and disputes
This agreement is governed by the laws of India, without regard to conflict of law rules. Disputes will be resolved by arbitration in Chennai under the Arbitration and Conciliation Act, 1996, before a sole arbitrator, in English, and subject to that, the courts at Chennai have exclusive jurisdiction. Either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information.
15. General
Neither party may assign this agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets. Neither party is liable for delays caused by events beyond its reasonable control. Notices to PALM SOUQ go to legal@palmsouqltd.com and to our registered address. If any provision is unenforceable, the rest remains in effect. This agreement is the entire agreement between the parties on its subject and supersedes prior discussions. We may update these Terms with 30 days' notice to account owners; the updated Terms apply from your next renewal.