Terms of Service

Template / draft. Published for review; not legal advice and not yet counsel-reviewed. Have a qualified attorney finalize before you rely on it.

1. The service

Outlay ("we") provides a drop-in proxy and hosted console that route Claude API requests to cost-efficient models and report savings ("Service"). You ("Customer") use the Service with your own Anthropic account and API key; we are not a party to your agreement with Anthropic and do not resell model usage.

2. Accounts & acceptable use

You are responsible for your account, your users, and keeping credentials secure. Your use must comply with our Acceptable Use Policy, applicable law, and Anthropic's usage policies.

3. Fees

After any free trial, fees are 20% of the realized savings the Service delivers in a billing cycle, billed via our payment processor. "Realized savings" is the metered difference between the baseline cost (the model you requested) and the actual cost of the model that ran, as computed by the Service. If no savings are delivered, no fee is owed for that usage. Taxes are your responsibility where applicable.

4. Savings disclaimer

Savings figures are estimates measured from your traffic, not guarantees. Actual results depend on your workload, prompts, cache state, and model availability. We do not warrant any particular savings percentage or dollar amount. Routing aims to preserve quality but model outputs are probabilistic; you remain responsible for evaluating outputs for your use case.

5. Availability

The proxy is designed to fail open — if the Service is unreachable, requests pass through to the Claude API unrouted. We do not guarantee uninterrupted operation and, except where a separate written SLA applies, the Service is provided without uptime commitments.

6. Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS/DATA. OUR TOTAL LIABILITY FOR ANY CLAIM IS LIMITED TO THE FEES YOU PAID US IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. You are responsible for your own Anthropic/model-provider charges. (This three-month cap applies to self-serve customers on these Terms; customers under a negotiated MSA have a separate, twelve-month cap — the difference is intentional.)

8. Data

Our handling of data is described in the Privacy Policy and, for personal data processed on your behalf, the DPA. In the default self-hosted / thin-client deployment, prompt content, model outputs, and your API key are not transmitted to us by the proxy. If you opt into a hosted-gateway deployment, your API key and request content are processed in memory solely to route the request (read by our classifier to select a model) and are not persisted — handled as your processor under the DPA; we do not store prompt content or model outputs.

9. Term & termination

You may stop using and cancel at any time. We may suspend or terminate for breach (including AUP violations) or non-payment. Sections that by their nature should survive (fees accrued, warranty disclaimers, liability limits) survive termination.

9a. Early access

The Service is offered as an early-access product. Features may change, and we may adjust or deprecate functionality as we improve it; we'll communicate material changes. Enterprise customers can request a negotiated MSA with support and (optionally) SLA terms.

10. Your Anthropic agreement & related disclosures

You use the Service with your own Anthropic account and API key, under your own agreement with Anthropic (their Commercial Terms, Usage Policy, and Service Specific Terms). We are not a party to that agreement and do not resell model access. You remain responsible for complying with it, including:

Usage Policy compliance flows through to you. Anthropic's Usage Policy applies to all inputs, including those reaching the model through a passthrough/proxy. Where you operate a High-Risk Use Case (e.g., legal, healthcare, insurance, finance, employment or housing, academic testing, or journalistic content), Anthropic requires a qualified human in the loop and an AI-involvement disclosure to your end users. Any consumer-facing chatbot or interactive agent must disclose to users that they are interacting with AI. You are responsible for meeting these requirements.
Anthropic's IP indemnity is governed solely by your agreement with Anthropic. Your agreement with Anthropic — not Outlay — determines the scope of any copyright or IP indemnity Anthropic provides, including any exclusions (for example, exclusions that can apply where outputs result from modifications to, or combination of, the Services with technology not provided by Anthropic). Outlay makes no representation or warranty as to whether any feature of the Service does or does not affect that indemnity. Because the Service offers optional features (e.g., model substitution, response caching, semantic caching, fallbacks) that you can enable or disable, you are responsible for determining — and confirming directly with Anthropic — whether your configuration affects your coverage. This paragraph is a disclosure for your awareness; it is not legal advice and is not a statement about your coverage.
Anthropic's own data handling is outside our control. Our privacy commitments describe only what Outlay does (in the default self-hosted deployment, the proxy does not transmit your prompts, outputs, or API key to us). Anthropic's handling of your data is governed by your Anthropic agreement — for example, Anthropic may retain inputs and outputs for safety review on certain models even where zero-data-retention would otherwise apply, and Anthropic's Development Partner / data opt-in setting permits training on your content if you enable it. Do not enable that setting unless you intend that result; we never enable it on your behalf.

11. Changes; governing law

We may update the Service and these terms; material changes will be communicated. These terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware (final venue language to be confirmed in counsel review). If any provision is unenforceable, the rest remain in effect.

Questions: [email protected] · Privacy · Acceptable Use · DPA