Terms of Service
Effective Date: 13/10/2026
Operator: OMNIMIND TECHNOLOGIES PTY LTD ("we", "us", "our", "this Platform" or "Token Factory")
Contact: [email protected]
1. Introduction and Acceptance of these Terms
1.1 Welcome to the Token Factory platform. These Terms of Service (these "Terms") are a binding agreement between you and OMNIMIND TECHNOLOGIES PTY LTD governing your access to and use of the Token Factory website, the related application programming interfaces (APIs) and accompanying services (collectively, the "Services").
1.2 The Services are offered to users in Australia. By registering an account, clicking "I Agree", making a recharge payment, or otherwise using the Services, you confirm that you have read, understood and agree to be bound by these Terms, together with the Privacy Policy, the Recharge Agreement, the Cross-Border Data Transfer Policy and other rules published by the Platform from time to time.
Under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), a contract is formed when you click "I Agree" or make a payment.
1.3 If you do not agree with any part of these Terms, do not register for or use the Services.
2. Definitions
2.1 "Account": the account registered by you with the Platform for the purpose of using the Services.
2.2 "API Key": the credential issued by us to your Account that is used to call the large language model (LLM) interface services provided through the Platform.
2.3 "Token": the virtual billing unit purchased by you by way of recharge, or granted by us, used to settle the consumption incurred by your API calls. The purchase, validity period and refund of Tokens are governed by the Recharge Agreement.
2.4 "Upstream Model Provider": a third-party supplier that provides the underlying large model capability to us. The list of such providers may be updated from time to time and is published on the Platform.
2.5 "Consumer": an individual who acquires the Services for personal, domestic or household use.
3. Description of the Services
3.1 The Services comprise an aggregation and resale service for large language model APIs: after you purchase Tokens by way of recharge, you may use the API Key issued to your Account to call one or more large language models, with billing based on the number of Tokens actually consumed.
3.2 The upstream model capability underlying the Services is provided by third-party Upstream Model Providers. We do not control the underlying training, output content or availability of the upstream models, and outputs of different models may be inaccurate, incomplete or misleading (including the phenomenon commonly known as "hallucination").
3.3 We may add, remove or adjust the list of models available for calling from time to time, and will notify you in a reasonable manner (including Platform announcements or in-site notifications) in advance. The treatment of paid Tokens upon any such change is governed by clause 7 of the Recharge Agreement (Rates and Model Changes).
4. Account Registration and Eligibility
4.1 Age Restriction: You must be at least 18 years of age to register for and use the Services. We do not knowingly collect personal information of persons under 18 years of age. If we discover that we have done so, we will delete it as soon as practicable in accordance with clause 14 (Children's Privacy) of the Privacy Policy.
4.2 You must provide true, accurate and complete information when registering, and keep it up to date. You must keep your Account credentials and API Key secure, and you are responsible for all activities that occur under them. If you become aware of any unauthorised use, you must notify us immediately.
4.3 In accordance with Australian Privacy Principle 2 (APP 2, anonymity and pseudonymity) under the Privacy Act 1988 (Cth), where it is practicable for us to do so, you may choose not to identify yourself or to use a pseudonym for non-account features of the Services; however, identity verification is required for recharge, invoicing and anti-fraud checks to the extent required by law.
5. Rules of Use and Prohibited Conduct
You must not use the Services to engage in any of the following conduct, which may also constitute an offence under Australian law (including criminal law):
5.1 Conduct that violates Commonwealth, State or Territory law of Australia, or the law of your jurisdiction, including producing or distributing child exploitation material, terrorism-related content, fraud, or intellectual property infringement;
5.2 Harassing, threatening or intimidating any person, or publishing another person's personal information without their consent ("doxxing"). Note: the Privacy and Other Legislation Amendment Act 2024 introduced criminal liability for malicious disclosure of personal information (doxxing), and, from 10 June 2025, a statutory cause of action enabling individuals to sue for serious invasions of privacy;
5.3 Attempting to circumvent the Platform's security and risk-control measures, including reverse engineering, scraping, multi-account abuse, or use of another person's payment instrument;
5.4 Lending, selling, reselling your API Key, or using it to provide a resale service substantially identical to the Services, without our written permission;
5.5 Interfering with, overloading, or consuming the resources of the Services in an abnormal manner to the detriment of other users or the Platform;
5.6 Submitting or uploading third-party personal information or sensitive information that you have no lawful right to process.
6. API Use and Technical Limits
6.1 We may apply fair-use measures to the API, such as rate limits, concurrency limits and per-request caps, and will publish them in our documentation.
6.2 If your usage materially affects the stability or cost structure of the Platform, we may negotiate an adjusted service arrangement with you. If no agreement is reached, you may deal with your unused balance in accordance with clause 8 of the Recharge Agreement.
7. Intellectual Property and Output Content
7.1 The intellectual property rights in the Platform (including the website, interfaces, documentation and trademarks) belong to us or our licensors. You receive only a non-exclusive, non-transferable licence to use the Services in accordance with these Terms.
7.2 To the extent permitted by law, the ownership and permitted use of model outputs are governed by the terms of service of the applicable Upstream Model Provider. We will publish links to each model's output-use policy in the Platform documentation. You are responsible for verifying that the output policy of the model you intend to use meets your purposes.
7.3 The handling of content you submit via the API (prompts) — including use for abuse monitoring, retention periods and transfers to overseas Upstream Model Providers — is governed by the Privacy Policy and the Cross-Border Data Transfer Policy.
8. Third-Party Services
8.1 The Services rely on Upstream Model Providers, cloud infrastructure, payment processors and other third parties. Disruptions to, or policy changes by, those third parties may affect the Services. We will use reasonable endeavours to coordinate remediation for any service disruption caused by third parties, and will handle your refund or compensation requests in accordance with the law.
9. Disclaimers and Limitation of Liability
9.1 The Services are provided on an "as is" basis. To the extent that liability may lawfully be limited, we are not liable for indirect loss, loss of profits, or consequential loss including loss of data.
9.2 Nothing in these Terms limits our liability (or the liability of our employees or agents) for negligence, or for any failure of the Services to meet a consumer guarantee under the Australian Consumer Law. Your statutory remedies (including refund, re-supply of services, or compensation for loss) are unaffected by this clause.
9.3 Subject to the liabilities that cannot be excluded, our aggregate liability for any claim arising in connection with the Services is limited to the amount you actually paid for the Services in the 12 months preceding the event giving rise to the liability.
9.4 To the extent permitted by the Australian Consumer Law, we exclude all implied warranties, conditions and guarantees other than the consumer guarantees under that law.
10. Changes, Suspension and Termination of the Services
10.1 We may change, suspend or terminate the Services in accordance with these Terms and applicable law. For any material adverse change, we will give you at least 30 days' prior notice (except where a statutory or security reason prevents us from doing so), and you may choose not to accept the change and to deal with your unused balance in accordance with clause 10 of the Recharge Agreement.
10.2 You may stop using the Services and close your Account at any time. The treatment of unused Tokens on closure of your Account is governed by the Recharge Agreement.
10.3 If you breach clause 5 of these Terms or the relevant provisions of the Recharge Agreement, we may suspend or terminate the Services provided to you. Where termination results from your breach, Tokens already consumed will not be refunded; the treatment of any unused balance is governed by clause 10 of the Recharge Agreement and applicable law.
11. Enforcement and Notifications
11.1 We may monitor for prohibited use through technical measures and human review (the handling of personal information in this process is governed by clause 7 of the Privacy Policy). After confirming a breach, we will take proportionate measures such as warning, rate-limiting, suspension or termination, and will notify you in a reasonable manner (unless prohibited by law or where doing so would prejudice a law enforcement activity).
11.2 We reserve the right to report suspected unlawful conduct to law enforcement agencies as required by law.
12. Privacy and Data
12.1 We handle your personal information in accordance with the Privacy Policy. If you believe we have breached the Privacy Act 1988 (Cth), you may complain to us in accordance with clause 15 of the Privacy Policy, or to the Office of the Australian Information Commissioner (OAIC).
13. Governing Law and Dispute Resolution
13.1 These Terms are governed by and construed in accordance with the laws of the Commonwealth of Australia, without affecting the operation of any mandatory consumer protection law of the State or Territory in which you ordinarily reside.
13.2 Any disputes will be referred to and finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with the ACICA Arbitration Rules. The seat of the arbitration is Sydney, Australia. Nothing in this clause limits your right to bring proceedings before a court or tribunal of competent jurisdiction, or prevents a consumer from exercising any non-excludable right or remedy under the Australian Consumer Law.
13.3 If any provision of these Terms is held invalid or unenforceable, the remaining provisions are unaffected, and the invalid provision will be replaced by a valid provision that most closely reflects the original intent.
14. Miscellaneous
14.1 Entire Agreement: these Terms, together with the Privacy Policy, the Recharge Agreement, the Cross-Border Data Transfer Policy and the specific service rules published on the Platform, constitute the entire agreement between the parties.
14.2 Notices: we may give notice to you via your registered email address or in-site messaging, deemed delivered 48 hours after sending; material changes (to pricing or key terms) will also be announced prominently on the Platform.
14.3 Assignment: we will not assign our rights or obligations under these Terms in respect of your personal information to any third party without your consent (in the case of corporate reorganisation or merger, the transferee must assume our obligations under these Terms; any change of personal information handler will be notified to you separately as required by law).
14.4 Waiver: our failure or delay in exercising any right does not constitute a waiver of that right.
14.5 Language: these Terms are published in English. The English version is the authoritative and operative version. If a translation is provided for convenience, the English version prevails in the event of any inconsistency.
Document Version Control
| Version | Date | Description |
|---|---|---|
| AU-v1.0-EN | 13/10/2026 | Australia launch version, drafted in accordance with Australian law |