Terms of Service

Effective date: [effective date] · Operator: [Company name]

Draft — requires legal review before launch. In particular, have counsel confirm (a) how reselling API credits relates to each AI provider's terms of service, and (b) whether stored balances are regulated stored-value / prepaid payment instruments under Korea's Electronic Financial Transactions Act.

1. Purpose

These Terms set out the conditions and procedures for using the TransTok service (the "Service") provided by [Company name] (the "Company"), and the rights, obligations and responsibilities of the Company and its members.

2. Definitions

"Service" means the online platform through which the Company brokers the use of AI API access held by members ("Credits") by other members, and provides that use through an OpenAI-compatible API.
"Seller" means a member who lists an AI provider API key they hold in order to sell Credits.
"Buyer" means a member who calls AI models through the Service using their Balance.
"Balance" means funds a Buyer pays in advance and holds in their account (denominated in US dollars) to pay for use of the Service.
"Earnings" means amounts accrued to a Seller for usage processed with the Seller's API key.
"API key" means the credential the Company issues to a member for calling the Service from software.

3. Effect and amendment of these Terms

The Company posts these Terms on the Service. Amendments are announced at least 7 days before they take effect (30 days for changes unfavorable to members). A member who does not object by the effective date is deemed to have accepted the amendment.

4. Membership and accounts

Membership is applied for with an email address and password and is formed when the Company accepts it.
Members are responsible for safeguarding their password and API keys. The Company is not liable for Balance spent through a leaked API key unless the Company is at fault, and members must revoke a key as soon as they learn it has leaked.
Some functions — including withdrawals, refunds and issuing API keys — are only available while signed in to the dashboard.

5. The Service

The Company forwards Buyers' requests to the relevant AI provider using API keys listed by Sellers and returns the results to Buyers. The Company is not an AI provider and is not affiliated with OpenAI, Anthropic or Google. The content and quality of model responses are those of each provider.

6. Seller obligations

Sellers warrant that they have the lawful right to sell, and to let third parties use, every API key they list. Listing another person's key, or any stolen or leaked key, is prohibited.
Sellers are responsible for reviewing their AI provider's terms and policies. The Company is not liable for any action a provider takes against a Seller's account as a result of a breach.
If a report of key theft is received or fraudulent selling is suspected, the Company may stop sales immediately and withhold or reclaim Earnings.
A Seller who breaches paragraph 1 is liable for resulting damage to the Company or third parties.

7. Buyer obligations and prohibited conduct

Buyers must comply with each AI provider's usage policies and must not engage in the following. The Company may block requests that appear to violate policy before they are sent, and may suspend accounts for repeated violations.

Requests to generate content prohibited by law or by an AI provider's policies
Automated abuse or circumvention that harms the Service or Sellers' accounts
Sending other people's personal data, trade secrets or similar information without authorization

8. Charges and fees

For each request, the Buyer's Balance is debited by the list price of the tokens actually used, less the Buyer discount of the supply that filled the request.
The Company's fee is the difference between the Seller's discount and the Buyer's discount (10 percentage points). There are no sign-up or monthly fees.
Requests not processed because no supply was available, or because the Buyer's request was invalid, are not charged.

9. Balance

Balance may only be used to pay for the Service and cannot be withdrawn as cash. Refunds of unused Balance are governed by the Refund Policy.
Balance bears no interest and cannot be transferred to another member.

10. Settlement and withdrawal of Earnings

Earnings become withdrawable after a hold period of 14 days from accrual (3 days for listings whose ownership has been verified).
Withdrawals may be requested by Sellers who have completed identity verification, to a bank account in their own name, and are paid after review by the Company.
If key theft, a policy violation, a payment reversal or similar is confirmed, the Company may reclaim held Earnings and refuse withdrawals.

11. Interruption and restriction

The Company may suspend the Service temporarily for maintenance, outages, AI provider circumstances and the like. If a member breaches these Terms, the Company may restrict use or suspend the account after notice (or with notice afterwards in urgent cases).

12. Limitation of liability

Absent intent or gross negligence, the Company is not liable for unavailability caused by AI provider outages, policy changes, or provider action against Sellers' accounts.
The Company does not warrant the accuracy or lawfulness of responses generated by AI models.
Buyers' requests are delivered to the AI provider through a Seller's API key and may be logged depending on the provider settings of the Seller's account. Buyers must not send sensitive information.

13. Disputes

These Terms are governed by the laws of the Republic of Korea. Disputes are resolved in the court of competent jurisdiction under the Korean Civil Procedure Act. Contact: [contact email]