Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and Floating Point Systems, Inc. ("we", "us"), the operator of Numes. They govern your use of the Numes website, dashboard, chat, documentation, the OpenAI-compatible API at https://api.numes.ai/api/v1, and the provider software (together, the "Service").

By creating an account, creating an API key, or otherwise using the Service, you accept these Terms, our Privacy Policy, our Acceptable Use Policy and our Refund Policy. If you sell inference on Numes, the Provider Terms also apply. If you accept these Terms for a company or other organization, you confirm that you are authorized to bind it, and "you" means that organization.

The Service

Numes is a marketplace for AI inference. Independent providers serve models from their own hardware or from upstream accounts they control, and customers call those models through one API. We review offers before they take traffic, route requests to eligible endpoints, measure usage and settle payment between customers and providers.

• Providers are independent. Providers are not our employees or agents. Each provider declares how its endpoints handle data, where they run and which model they serve. We review those declarations and run checks, but we do not operate most of the hardware that runs a model.

• We are not the author of model output. Responses are generated by machine-learning models. We do not write, review or endorse them.

• The catalogue changes. Models, providers, prices and capabilities change as providers join, leave, change prices or fail verification. A model that is available today may be unavailable tomorrow.

• Some features are optional. Features such as Bitcoin payments, encrypted inference, hosted provider sources and provider payouts are available only where your deployment of the Service enables them. Features we label as beta or preview may change or be withdrawn without notice.

We may change, add or remove parts of the Service at any time. If we remove a feature you pay for, we will tell you in advance where we reasonably can.

Eligibility and accounts

You must be at least 18 years old, or the age of majority where you live if that is higher, and able to form a binding contract. You may not use the Service if you are barred from doing so under applicable law, including sanctions and export-control laws, or if we have previously terminated your account.

When you create an account you must give accurate information and keep it current. You are responsible for everything that happens under your account and its organizations, API keys and management keys, including charges. Keep your sign-in methods, recovery codes and keys secret. Tell us promptly through [email protected] if you believe your account or a key has been compromised.

Organizations let several people share one balance and set of keys. Organization owners and administrators control membership, roles, keys and spending, and are responsible for the activity of the organization's members and keys.

API keys and limits

API keys authorize requests and charges against the balance of the account that created them. Each key settles in one currency, chosen when the key is created. You may set spending limits on accounts and keys; we apply them as described in the documentation, but you remain responsible for usage that a limit does not prevent.

We apply rate limits, size limits and other technical limits to protect the Service. They are described in the documentation and may change. Do not try to avoid them, for example by creating multiple accounts.

Credits, prices and payment

The Service is prepaid. You buy credits, and requests are paid from your credit balance.

• Currencies. Balances are held in US dollars (USD) or bitcoin (BTC). The two balances are separate: they are never converted, combined, or used as a fallback for each other, and a key spends only the balance of its own currency.

• Prices. Each offer has a price per unit of usage (for example per token, image or second of audio) set by its provider. The price you pay is the provider's price plus our platform fee. Current prices are shown in the catalogue and in API responses, and the price that applied to a request is recorded with it.

• What you pay for. You are charged for usage that was delivered to you, measured by the Service. A request that fails before any billable output reaches you costs nothing. Before a request is sent to a provider we place a temporary hold for its maximum possible cost; the unused part of the hold is released when the request ends.

• Card payments. USD credits are purchased by card through our payment processor, Stripe. Credits are added only after the processor confirms payment. Any processing fee is shown before you pay. We do not receive or store your full card details.

• Automatic top-up. If you turn on automatic top-up, you authorize us to charge your saved card the amount you chose whenever your balance falls below your threshold, up to the monthly cap you set. You can turn it off at any time in Billing.

• Bitcoin payments. Where enabled, BTC credits are purchased over the Lightning Network or on-chain. Bitcoin payments are irreversible. On-chain network fees are deducted from the amount credited, and payments are credited only after the confirmations described in the documentation. You are responsible for sending the correct amount to the correct invoice or address before it expires.

• Nature of credits. Credits are a prepayment for the Service. They are not legal tender, money, a deposit, a security or electronic money; they earn no interest, cannot be transferred between accounts or sold, and can be used only on the Service. They are not redeemable for cash except as stated in the Refund Policy.

• Expiry. We may expire unused credits after 365 days of account inactivity, after notifying you by email.

• Promotional credits. Credits we give as a promotion, trial or courtesy have no cash value, cannot be transferred or refunded, and may expire on the terms stated when we give them.

• Taxes. Prices do not include taxes unless stated. You are responsible for taxes that apply to your purchases, other than taxes on our income.

If a payment is reversed, refunded or disputed, we remove the corresponding credits. This can make your balance negative, in which case requests are blocked until the balance is restored, and you remain responsible for paying it.

Refunds. Unused card credits can be refunded only if you ask within 24 hours of the purchase. Platform fees, bitcoin payments and promotional credits are never refundable. The Refund Policy has the full rules.

Changes to fees. We may change the platform fee and other fees. We will give you advance notice of material increases by email or in the dashboard; prices already recorded with a request do not change. If you do not accept a change, stop using the Service.

Your content

"Your content" means the prompts, messages, files, images, audio, tool definitions and other input you send to the Service, and the output returned to you.

• Ownership. As between you and us, you keep all rights you have in your input, and to the extent permitted by law and by the license of the model that produced it, you own the output. We claim no ownership of your content.

• License to operate. You grant us and the provider that serves a request a limited license to transmit, process and transform your content only as needed to provide the Service to you, including applying your account's request policy.

• What we keep. In production we do not store prompt or response content. We keep metadata about each request, such as model, provider, timing, usage and cost, as described in the Privacy Policy and Data retention.

• What providers keep. The provider that serves a request receives the content needed to serve it and handles it according to the data policy it declared for that endpoint. You can require endpoints that do not collect or retain data using the routing controls described in Provider data policies.

• Your responsibility. You are responsible for your content and for having the rights and consents needed to send it, including any personal data of other people. Do not send data you are not permitted to share with third-party providers.

Chat conversations in the dashboard chat are stored in your browser, not on our servers. Clearing your browser data deletes them.

Model output

Model output is produced automatically and may be inaccurate, incomplete, offensive, or similar to other people's content. Output can differ between providers serving the same model and between repeated requests. You must evaluate output before relying on it, and you must not rely on it as the sole basis for decisions with legal, medical, financial, safety or similarly significant effects on people.

We do not warrant that output will be suitable for your intended use, and we take no responsibility for actions you take based on output. You are solely responsible for human review, safeguards and deciding whether output is appropriate for your use.

Some models are subject to their author's license or acceptable use terms. You are responsible for complying with the terms of the models you use, which are linked from the catalogue where we have them.

Acceptable use

You must use the Service lawfully and in line with the Acceptable Use Policy. In particular, you may not use the Service to harm others, to attack the Service or providers, to resell access in a way that hides the origin of abusive traffic, or to circumvent limits, verification or billing.

• Model access restrictions. Some models or providers are unavailable in certain countries or to certain users. Do not circumvent these restrictions, for example with VPNs, proxies or another person's account. Doing so is a material breach and may lead to immediate suspension.

• Red teaming. Adversarial testing of models, safety systems or the Service is allowed only for legitimate research and only with our prior written approval. Unapproved red teaming may lead to termination.

• Illegal content. We may use automated systems to detect child sexual abuse material and malware, and we report child sexual abuse material to the National Center for Missing & Exploited Children and other authorities as the law requires.

Third-party services

The Service relies on third parties, including payment processors, identity providers you choose to sign in with, and the independent providers and upstream services that serve models. Your use of a third-party service may be subject to that party's terms. We are not responsible for third-party services we do not control, but we choose and review the processors we use as described in the Privacy Policy.

Our intellectual property

We and our licensors own the Service, including its software, design, documentation and trademarks. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service. The provider software is licensed to providers under the Provider Terms.

You may not copy, modify or reverse engineer the Service except as allowed by law or by an open-source license that applies to a specific component; use our names or logos in a way that suggests endorsement; or scrape the website in a way that burdens it.

If you send us feedback or suggestions, we may use them without obligation to you.

Suspension and termination

You may stop using the Service at any time and delete your account in Profile. Deletion is blocked while you are the sole owner of an organization, hold a non-zero balance or earnings, or have operations in progress; resolve these first or contact us. Deleting an account does not by itself refund or forfeit a balance.

We may suspend or restrict an account, key, organization or provider, or decline a request, if we reasonably believe that:

• you have breached these Terms or the policies they incorporate;

• your use creates a security, legal, financial or fraud risk for us, providers or other customers;

• a payment has been disputed, reversed or flagged as fraudulent; or

• we are required to do so by law or by a payment partner.

Where reasonable, we will tell you why and give you a chance to respond. We may terminate these Terms and close your account for serious or repeated breaches, or with 30 days' notice for any other reason.

• Termination for breach. If we close your account because you breached these Terms or the policies they incorporate, unused credits are forfeited and not refunded, unless the law requires otherwise.

• Termination without cause. If we close your account for any other reason, we refund your remaining unused credits within 30 days, as described in the Refund Policy.

• Your termination. If you close your account, you remain responsible for any amounts you owe, including a negative balance.

Sections that by their nature should survive termination, including payment obligations, disclaimers, limitation of liability, indemnity and governing law, survive.

Disclaimers

The Service, model output and provider endpoints are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted or error-free operation. We do not warrant that any model or provider will be available, or that output will be accurate, lawful or suitable for any purpose. Providers are independent: we review their declared data policies but make no warranty about how a provider handles, retains, trains on or secures data.

Measurements, quality scores, uptime figures and verification results shown on the Service are evidence collected at a point in time, not guarantees.

Nothing in these Terms limits rights you have as a consumer that cannot be limited by contract.

Limitation of liability

To the maximum extent permitted by law:

• neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, even if advised of their possibility; and

• our total liability arising out of or relating to the Service or these Terms is limited to the greater of the amounts you paid us for the Service in the 12 months before the event giving rise to the claim, and USD 100.

These limits do not apply to liability that cannot be limited by law, such as liability for fraud, or for death or personal injury caused by negligence.

Indemnity

You will defend and indemnify us, our affiliates and our personnel against third-party claims, and related losses and reasonable costs, arising from your content, your use of the Service in breach of these Terms or the law, or your infringement of someone else's rights. We will notify you of the claim promptly and let you control its defence, and we may participate with our own counsel at our own cost.

Changes to these Terms

We may update these Terms. We will post the new version on this page with a new "Last updated" date. If a change materially reduces your rights or increases your obligations, we will give you at least 30 days' notice by email or in the dashboard before it takes effect, unless the change is required by law or addresses a security or abuse risk. Other changes take effect when posted. Continuing to use the Service after a change takes effect means you accept it. If you do not accept a change, stop using the Service and you may close your account.

Copyright complaints

If you believe content on the Service infringes your copyright, send a notice through [email protected] that identifies the work, the material you believe infringes it and where it appears, your contact details, a statement that you believe in good faith the use is not authorized, and a statement, under penalty of perjury, that your notice is accurate and that you are the owner or authorized to act for the owner. We may remove the material and terminate repeat infringers.

Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules, and, for the arbitration agreement below, by the U.S. Federal Arbitration Act.

Informal resolution. Before starting arbitration or a lawsuit, each party will send the other a written description of the dispute and try in good faith to resolve it informally for at least 30 days.

Binding arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be settled by binding individual arbitration administered by the American Arbitration Association under its applicable rules, instead of in court. Either party may instead bring an individual claim in small-claims court, or seek an injunction in court to protect its intellectual property or stop unauthorized use of the Service. The arbitrator may award the same individual relief a court could.

Class action waiver. You and we may bring claims against each other only in an individual capacity, not as a plaintiff or class member in any class, collective or representative proceeding, and the arbitrator may not consolidate claims of more than one person. If this waiver is found unenforceable for a claim, that claim must be decided in court, not in arbitration.

Opting out. You may opt out of this arbitration agreement by sending us written notice through [email protected] within 30 days of first accepting these Terms, stating your name, your account email and that you opt out. If we materially change this arbitration agreement, you may reject the change by notice within 30 days of it taking effect.

Courts. Disputes that are not arbitrated will be decided exclusively by the state or federal courts located in New Castle County, Delaware, and both parties consent to their jurisdiction.

Consumers outside the United States. If you are a consumer living in the EU, the UK or another country whose mandatory law does not allow these provisions, the arbitration agreement and class action waiver do not apply to you, you keep the protection of the mandatory laws of the country where you live, and you may bring proceedings in its courts.

General

• Entire agreement. These Terms and the documents they incorporate are the entire agreement between you and us about the Service.

• Assignment. You may not transfer these Terms without our consent. We may transfer them to an affiliate or to a successor in a merger, acquisition or sale of assets, with notice to you.

• Severability and waiver. If a provision is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver of it.

• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

• Notices. We send notices to the email address on your account or show them in the dashboard. You send notices to us through [email protected].

• Language. If we provide a translation, the English version controls.

Contact

Questions about these Terms: [email protected].