Supplier Agreement
/ Legal01Parties and Acceptance
1.1Parties
This Supplier Agreement (this "Agreement") is between LMIW LLC, the operator of OpenCheese.Dev - Intelligent AI Routing ("OpenCheese," "we," "us," or "our"), and the person or entity that offers to sell Supplied Access to OpenCheese (the "Supplier" or "you").
1.2Acceptance
You accept this Agreement by sending us the confirmation shown on the Sell your API page, or by accepting an offer from us, whichever happens first. The version published when you send the confirmation governs that offer and every Deal that follows from it.
1.3Relationship to the Terms of Service
If you also use OpenCheese as a customer, our Terms of Service govern that use. This Agreement governs only the sale of Supplied Access to us; where the two conflict on such a sale, this Agreement controls.
02Definitions
- "Provider" means the company whose models, API, account, credits, or capacity the Supplied Access comes from, such as OpenAI, Anthropic, Google, Meta, xAI, DeepSeek, or any other AI model company or cloud platform.
- "Supplied Access" means anything you offer or sell to us under this Agreement, as described in Section 3.
- "Provider Authorization" means the Provider's written authorization described in Section 4.
- "Deal" means a sale of specific Supplied Access that you and we have agreed in writing, including by email.
03What We Buy
We may buy:
- unused API credits with a Provider, including startup, research, and promotional credits, bonuses, and prepaid balances;
- API keys and Provider accounts that carry a remaining balance;
- spare model capacity, such as unused rate limits or throughput on a Provider account or on an endpoint you operate;
- GPU servers, or time on them, for running open-weight models.
We are not obliged to buy anything, and every Deal is at our discretion.
04Provider Authorization
4.1Your Warranty
For every item of Supplied Access that relies on a Provider account, key, credit, or capacity, you represent and warrant, when you send the confirmation and again at each Deal, that you hold the Provider's written authorization for the arrangement, and that this authorization:
- (a) describes OpenCheese routing unrelated customers' requests through your account, key, or capacity and paying you for it;
- (b) states whether purchased credits, promotional credits, or both may fund that usage;
- (c) covers the specific account, key, credits, or capacity you offer; and
- (d) is in force and has not been withdrawn or limited.
4.2Every Provider
Section 4.1 applies to every Provider, whether or not it is named in Section 5. Section 5 adds what particular Providers require; it never narrows Section 4.1.
4.3This Agreement Is Not Provider Permission
An agreement signed only with OpenCheese, including this Agreement, does not give you any Provider's permission. Nothing we say, sign, or pay replaces the Provider Authorization.
4.4Your Own Hardware
GPU servers that you own and that do not depend on a Provider account need no Provider Authorization. If a third party hosts them, you warrant that the host's terms allow the use described in this Agreement.
05Provider-Specific Requirements
In addition to Section 4.1, the Provider Authorization must include at least the following:
| Provider | What you must hold |
|---|---|
| OpenAI | Written authorization covering the arrangement, including exceptions to its restrictions on selling or transferring API keys and credits. Standard permission to build customer applications does not establish permission for this arrangement. |
| Anthropic | Express resale approval covering OpenCheese's downstream traffic, your account or key arrangement, and the specific credits being consumed. |
| Google Gemini | For the Gemini API, authorization addressing API sublicensing, credential access, and credit restrictions. For Vertex AI, an applicable reseller agreement or a negotiated exception covering supplying a gateway. |
| Meta (Muse) | Explicit written permission. Its terms prohibit supplying models through aggregators, gateways, or proxies without written authorization, and separately restrict sharing or transferring keys. |
| xAI (Grok) | Written confirmation that your arrangement falls within its permitted bundled-service model, or a negotiated agreement authorizing it. Its standard terms do not clearly authorize selling standalone capacity through your key. |
Providers change their terms. You are responsible for holding a Provider Authorization that satisfies the Provider's terms in force at each Deal and for as long as we use the Supplied Access.
06Evidence and Verification
6.1Copy of the Authorization
Where Section 4 requires a Provider Authorization, you send us a copy of it with your offer. We make no offer and pay nothing until we hold your confirmation and, where Section 4 requires a Provider Authorization, that copy.
6.2Verification
We may verify the Provider Authorization and the balance, limits, and expiry of the Supplied Access, including by asking you for further documents or by contacting the Provider. We may decline any offer that we cannot verify to our satisfaction.
07Offers, Price, and Payment
7.1Offers
After verification we may send you an offer stating the Supplied Access, the price, the payment method, and how long the offer stays open. A Deal exists only once you accept our offer in writing.
7.2Payment
We pay the agreed price by the agreed method once the Supplied Access has been handed over and checked, unless the Deal says otherwise. You are responsible for your own taxes on what we pay you.
08Hand-Over and Security
You hand over the Supplied Access as agreed in the Deal. Each party keeps credentials confidential, sends them only through the channel agreed in the Deal, and promptly tells the other of any suspected compromise.
09Our Use of Supplied Access
We use the Supplied Access to serve requests from OpenCheese customers, within the scope and limits of the Provider Authorization as you have disclosed them to us.
10Withdrawal or Loss of Provider Permission
You must tell us immediately if a Provider withdraws, limits, or declines to renew the Provider Authorization, suspends the account or key, or claims that the arrangement breaches its terms. Once we learn of it, we stop using the affected Supplied Access. If the Provider Authorization was missing or untrue at the time of a Deal, you refund what we paid for the affected Supplied Access.
11Your Further Warranties
You also represent and warrant that:
- you are at least eighteen (18) years of age and have full authority to enter into this Agreement and each Deal;
- you lawfully own or control the Supplied Access, and no Deal breaches any law, sanction, or contract that binds you;
- the information you give us about the Supplied Access, including its balance, limits, and expiry, is true and complete; and
- the Supplied Access was not obtained by fraud, theft, stolen payment methods, or abuse of any Provider program.
12Indemnification
You will defend, indemnify, and hold harmless LMIW LLC and its affiliates, officers, and personnel against any claim, loss, liability, cost, or expense (including reasonable legal fees) arising from a missing, untrue, or withdrawn Provider Authorization or from any breach of your warranties under this Agreement.
13Limitation of Liability
To the maximum extent permitted by law, our total liability under this Agreement and all Deals is limited to the amount we paid you for the Supplied Access concerned, and we are not liable for any indirect, incidental, special, consequential, or punitive damages.
14Confidentiality
Each party keeps the other's non-public information, including credentials, Deal terms, and the Provider Authorization, confidential and uses it only for the Deal, except where disclosure is required by law or needed to verify or enforce this Agreement.
15Term and Termination
Either party may stop negotiating at any time before a Deal. Either party may end a Deal by written notice if the other materially breaches this Agreement. Sections 4, 10, 12, 13, 14, and 16 survive the end of any Deal.
16Governing Law and Disputes
This Agreement and every Deal are governed by the substantive law of Nevis, Federation of Saint Kitts and Nevis, without regard to conflict-of-laws principles. Disputes are resolved in the venue and under the rules set out in Section 18 of our Terms of Service.
17General Provisions and Contact
17.1Changes
We may update this Agreement by publishing a new version. Each Deal stays governed by the version you accepted for it.
17.2Language
This Agreement is published in English, Russian, and German. The English version controls if translations conflict.
17.3Contact
Offers, confirmations, and notices under this Agreement go to service@opencheese.dev.