Terms of Service

Effective date: May 22, 2026

1. Acceptance of these Terms

These Terms are a binding legal agreement between Convoy AI Inc., a Delaware corporation (“Convoy,” “we,” “us,” or “our”), and you (or, if you accept on behalf of an organization, that organization, in either case “you” or “Customer”). By clicking “Create account,” signing in, calling our APIs, or otherwise accessing or using any service, dashboard, API, SDK, documentation, or related offering made available by Convoy (collectively, the “Service”), you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Service.

If you accept these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity, in which case “Customer” refers to that entity.

2. The Service

Convoy is a batch-inference orchestration platform. We accept inference requests from Customer's authorized users, aggregate them into provider-specific batches, and submit those batches to one or more third-party large language model (“LLM”) providers (for example, but not limited to, AWS Bedrock, OpenAI, and Anthropic) (each, a “Model Provider”). Convoy returns Model Provider responses to Customer through the Service and reconciles billing based on actual token usage.

Convoy is not the Model Provider. We do not own, develop, or train the underlying LLMs and do not control their availability, output, content moderation decisions, or pricing. Use of any Model Provider through Convoy is also governed by that Model Provider's own terms of service and acceptable use policy, which Customer is responsible for reviewing and complying with.

3. Accounts & Eligibility

  • You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) to create a Convoy account.
  • You must provide accurate, current, and complete account information and keep it up to date.
  • You are responsible for safeguarding your account credentials and API keys, and for all activity that occurs under your account, whether authorized by you or not.
  • Organizations may invite multiple seats; the organization owner of record is the contracting party for billing and these Terms.
  • You agree to notify Convoy promptly at contact@cnvy.ai of any unauthorized access or use of your account.

4. Plans, Credits & Billing

4.1 Subscription plans

Convoy offers tiered subscription plans (currently Free, Starter, and Pro) with differing monthly token quotas, rate limits, and feature sets. Subscription fees are billed in advance on a monthly recurring basis through our payment processor (currently Stripe, Inc.) until cancelled.

4.2 Credit packs

Convoy may also offer prepaid credit packs (one-time purchases denominated in U.S. dollars). Credits are deducted from Customer's balance after the included monthly token quota is exhausted.

4.3 Token usage & reconciliation

Token usage is metered against (a) the included monthly quota of Customer's subscription plan and then, if exhausted, (b) any prepaid credit balance. Final billed amounts are determined by the prices in effect at the time the request is processed and reconciled with the Model Provider, and may differ from any pre-submit estimate displayed in the Service.

4.4 Pricing changes

Convoy may add, remove, retire, or reprice plans, credit packs, or supported models at any time. Material changes affecting Customer's active subscription will be communicated by email or in-app notice at least 30 days before they take effect for the affected billing cycle. Continued use of the Service after the effective date constitutes acceptance of the changes.

4.5 Taxes

Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer is responsible for payment of all such taxes other than those based on Convoy's net income.

4.6 Refunds

Except where required by applicable law, fees are non-refundable. Unused tokens or credits at the end of a billing period or at termination do not roll over and are not refundable.

5. Pricing & Savings Estimates Disclaimer

Prices, savings percentages, batch delivery windows, and any comparison to realtime API rates that are displayed in the Service (including on the public Models page) are estimates for informational purposes only and do not constitute a binding quote, offer, or guarantee. Realtime API price comparisons reference third-party list prices as published by the relevant Model Provider at the time of last update; those rates are set by the Model Provider, may change without notice, and are not controlled by Convoy. Actual savings depend on the specific model, your input/output token mix, batch size, queue depth, and current market demand. Models that are used infrequently may carry a slightly higher effective cost than displayed due to reduced batching efficiency. Stated delivery windows are target ranges and are not service-level guarantees.

6. Acceptable Use

You agree that you will not, and will not permit any user to:

  • Use the Service in violation of any applicable law, regulation, sanctions program, or export control;
  • Submit content or generate output that is unlawful, harassing, defamatory, sexually explicit involving minors, or that infringes any intellectual property, privacy, or publicity right;
  • Submit personal data, protected health information, payment card data, or other regulated data to the Service unless expressly permitted under a separate written enterprise agreement with Convoy;
  • Use the Service's outputs to develop, train, or fine-tune any product or service that competes with Convoy or with any Model Provider;
  • Resell, sublicense, time-share, or otherwise make the Service available to third parties without Convoy's prior written consent;
  • Reverse engineer, decompile, scrape, or otherwise attempt to derive the source code or non-public components of the Service, except to the extent applicable law expressly prohibits such restriction;
  • Bypass or interfere with rate limits, quotas, security features, or telemetry of the Service;
  • Violate any Model Provider's terms of service, acceptable use policy, or content policy.

Convoy may, at its discretion and without liability, suspend or block any request, account, or organization that we reasonably believe violates this Section 6 or poses a risk to the Service, our users, or any Model Provider.

7. Customer Content

“Customer Content” means the prompts, files, datasets, metadata, and any other inputs you submit to the Service, together with the corresponding model outputs returned to you. As between you and Convoy, you retain all right, title, and interest in and to your Customer Content.

You grant Convoy a worldwide, non-exclusive, royalty-free license to host, store, transmit, copy, display, and process your Customer Content solely as necessary to (a) provide and operate the Service, (b) submit batches to and receive responses from the relevant Model Provider, (c) calculate and reconcile billing, (d) prevent fraud and abuse, and (e) comply with applicable law.

Convoy does not use Customer Content to train, fine-tune, or evaluate any machine learning model. Convoy does not sell Customer Content. Customer Content may be processed by Model Providers for the sole purpose of generating responses; Customer is responsible for reviewing each Model Provider's data handling practices.

Model outputs are produced by statistical models. Substantially similar outputs may be produced for other customers in response to similar prompts, and Convoy makes no representation that any output is unique to Customer or free of errors.

8. Third-Party Model Providers

The Service depends on third-party Model Providers. Their availability, performance, pricing, supported models, content moderation, output quality, and acceptable use policies are outside Convoy's control. Outages, deprecations, regional restrictions, content-policy refusals, or pricing changes by a Model Provider may be passed through to Customer with or without notice. Convoy is not liable for any act, omission, or content moderation decision of a Model Provider.

9. Service Levels

Free and Starter plans are provided without a service level agreement. Pro plan customers receive target windows as described in the Service. A formal service level agreement with credits or remedies for non-attainment is available only under a separate written enterprise agreement.

10. Intellectual Property

Convoy and its licensors retain all right, title, and interest in and to the Service, including all software, APIs, dashboards, documentation, branding, and any improvements or derivative works (excluding Customer Content). No rights are granted to Customer other than the limited, non-exclusive, non-transferable, revocable right to use the Service in accordance with these Terms during the subscription term. The Convoy name and logo are trademarks of Convoy AI Inc.

11. Confidentiality

Each party may disclose to the other non-public business, technical, or financial information that is identified as confidential or that should reasonably be understood to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform its obligations or exercise its rights under these Terms and will protect it with at least the same care it uses for its own confidential information of similar importance, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available without breach, was known to the receiving party prior to disclosure, is independently developed, or is required to be disclosed by law or court order.

12. Privacy & Data Processing

Convoy's collection and use of personal information in connection with the Service is described in the Privacy Policy, which is incorporated by reference. To the extent the General Data Protection Regulation, the California Consumer Privacy Act, or any analogous data protection law applies, the parties will execute a Data Processing Addendum on Convoy's standard form on request.

13. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONVOY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR UNINTERRUPTED OPERATION. CONVOY MAKES NO WARRANTY THAT MODEL OUTPUTS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR FIT FOR ANY SPECIFIC PURPOSE, AND CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND VALIDATING OUTPUTS BEFORE RELYING ON THEM.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CONVOY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONVOY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE FEES PAID BY CUSTOMER TO CONVOY UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, Convoy's liability is limited to the smallest amount permitted by law.

15. Indemnification

Customer will defend, indemnify, and hold harmless Convoy and its officers, directors, employees, and agents from and against any third-party claim, action, or proceeding, and any related losses, damages, liabilities, settlements, costs, and reasonable attorneys' fees, arising out of or relating to (a) Customer Content, (b) Customer's use of the Service in violation of these Terms or applicable law, (c) Customer's violation of any Model Provider's terms or acceptable use policy, or (d) any infringement claim arising from Customer Content. Convoy will give Customer prompt notice of, and reasonable cooperation with, any claim subject to this Section 15; Customer will not settle any such claim in a manner that admits fault or imposes obligations on Convoy without Convoy's prior written consent.

16. Suspension & Termination

Convoy may suspend or terminate Customer's access to the Service, in whole or in part, immediately and without liability if (a) Customer fails to pay fees when due, (b) Convoy reasonably believes Customer is using the Service in violation of Section 6 (Acceptable Use), (c) continued provision poses a risk to Convoy, our other customers, or any Model Provider, or (d) required by law or by a Model Provider.

Either party may terminate these Terms for material breach by the other party that remains uncured 30 days after written notice. Upon termination, Customer's right to access and use the Service ceases, any unused credits or quota are forfeited (subject to Section 4.6), and each party will return or destroy the other party's Confidential Information. Sections 4 (with respect to amounts owed), 7, 10–15, 18, and 19 survive termination.

17. Changes to the Service or these Terms

Convoy may modify the Service or these Terms from time to time. Material changes adverse to Customer will be communicated by email or in-app notice at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the modified Terms. If Customer does not agree to a material change, Customer's sole remedy is to stop using the Service and cancel its subscription.

18. Governing Law; Arbitration; Class Action Waiver

18.1 Governing law

These Terms are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal resolution

Before initiating arbitration, the parties will attempt in good faith to resolve any dispute informally for at least 30 days after written notice describing the dispute is delivered to the other party (to contact@cnvy.ai for Convoy).

18.3 Binding arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally will be resolved by final and binding individual arbitration. The seat of arbitration will be Wilmington, Delaware, and the language will be English. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

18.4 Class action waiver

Each party may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class action waiver is found to be unenforceable, the entirety of Section 18.3 (Binding arbitration) will be void.

18.5 Small claims; equitable relief

Either party may bring an individual claim in a small-claims court of competent jurisdiction in lieu of arbitration. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, even after submitting any other dispute to arbitration.

19. Miscellaneous

  • Entire agreement. These Terms, together with the Privacy Policy and any order form or enterprise agreement between the parties, constitute the entire agreement between Customer and Convoy regarding the Service and supersede all prior understandings.
  • No waiver. Failure to enforce any provision is not a waiver of that provision.
  • Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in full force.
  • Assignment. Customer may not assign these Terms without Convoy's prior written consent. Convoy may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
  • Force majeure. Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, internet or cloud-provider outages, war, terrorism, civil unrest, labor disputes, or governmental action.
  • Independent contractors. The parties are independent contractors; these Terms do not create any agency, partnership, or joint venture.
  • Notices. Convoy may give notice to Customer by email to the address on file or through the Service. Customer must give notice to Convoy at contact@cnvy.aiwith a copy by U.S. mail to 1209 Orange Street, Corporation Trust Center Wilmington, DE 19801 .
  • Headings. Section headings are for convenience only and do not affect interpretation.

20. Contact

Convoy AI Inc.
1209 Orange Street, Corporation Trust Center Wilmington, DE 19801
Email: contact@cnvy.ai