Terms of Service

1. Acceptance of Terms

By creating an account or using the Nemo Router platform (“Service”), operated by CloudAct Inc.(“Company,” “we,” “us”), you agree to be bound by these Terms of Service (“Terms”), our Acceptable Use Policy (“AUP”), and our Privacy Policy, each of which is incorporated into these Terms by reference. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, do not use the Service. Your continued use of the Service after changes to these Terms constitutes acceptance of the updated Terms.

2. Service Description

Nemo Router is a managed LLM gateway that routes API requests to various third-party LLM providers through a single API endpoint. The Service includes:

• A unified API for LLM inference across 97+ models
• Credit-based billing with per-request cost tracking
• Organization management, team hierarchy, and role-based access control
• Guardrails (PII redaction, content filtering, prompt injection detection)
• Prompt management and A/B testing
• Usage analytics and spend dashboards

Nemo Router manages all provider API keys. Users receive a Nemo Router API key and purchase credits to fund API usage. Users do not need to configure or supply their own provider keys.

The Service is an infrastructure conduit. We do not author, review, endorse, or control the prompts you submit (“Inputs”) or the model-generated responses you receive (“Outputs”). All Inputs and Outputs are, as between you and the Company, your sole responsibility.

3. Accounts, Registration & Key Security

You must provide accurate information when creating an account. You are solely responsible for maintaining the security of your account credentials and API keys. Nemo Router API keys are shown in full once at creation and are never displayed again. Keys are stored by the Company only as one-way cryptographic hashes: the Company holds no plaintext copy and cannot recover, reveal, or decrypt your key after creation. Custody of the plaintext key — and everything done with it — rests entirely with you; if a key is lost or exposed, your remedy is to revoke and rotate it.

All activity occurring under your account or API keys is deemed to be your activity, whether or not authorized by you, except to the extent caused by the Company's own breach of these Terms. You are responsible for all charges, losses, and consequences arising from any compromise, sharing, leak, or misuse of your credentials or keys, including keys committed to public code repositories, embedded in client-side applications, or disclosed to third parties. You must notify us immediately at security@nemorouter.ai upon discovering any unauthorized use.

You must be at least 16 years old to use the Service. You may not create accounts for the purpose of violating these Terms or applicable law, evading a prior suspension or termination, or abusing promotional credits.

4. Credits & Billing

The Service operates on a credit-based model. All features are available to all plan tiers. Plan tiers differ only in platform fee percentage and guaranteed rate limits (RPM/TPM):

• Tier 0 (Promotional Free Tier): $5 free credits usable on a limited set of models, no card required — not purchasable, granted once per customer, subject to availability and anti-abuse limits
• Tier 1 (Pay As You Go): $0 — 4% platform fee, 200 RPM / 200K TPM / 10K requests/day
• Tier 2 (Monthly Commitment): Min $100/month — 2% platform fee, 1,000 RPM / 1M TPM / 100K requests/day
• Tier 3 (Annual Commitment): Min $1,200/year — 0% platform fee, 2,000 RPM / 2M TPM / 1M requests/day
• Enterprise: Contact sales — 0% platform fee, custom capacity

Subscription payments go directly to your credit balance. The platform fee is applied at credit top-up time. Credits are non-refundable once consumed by API usage. Unused credit balances may be refunded upon account closure subject to our refund policy.

Credit balances never go negative. If your balance is insufficient for a request, the request will be rejected. All credit mutations are atomic and logged in the credit transaction ledger.

Promotional credits — including the free signup credit on the promotional tier — are a limited-time courtesy. They are usable only on the eligible set of models in effect at the time of the promotion, are non-transferable, non-refundable, have no cash value, and expire or convert as described at signup. Promotional credits are granted once per customer; creating multiple accounts, or otherwise circumventing the per-customer limit, to obtain additional promotional credits is prohibited (see Section 3) and may result in suspension. We may modify, limit, or withdraw any promotion, and change the eligible model set, at any time. When promotional credits are depleted, continued use of the Service requires upgrading to a paid tier.

You remain financially responsible for all usage consumed through your account, including usage obtained through circumvention of billing, rate limits, or balance enforcement (see Section 15). Initiating a payment chargeback for credits that were validly consumed by API usage is a material breach of these Terms.

5. Acceptable Use

Your use of the Service is governed by our Acceptable Use Policy, which is incorporated into these Terms. Without limiting the AUP, you agree not to use the Service to:

• Engage in, facilitate, or promote any unlawful activity, including fraud, money laundering, child exploitation, or terrorism
• Generate content that violates applicable law or the acceptable use policies of upstream LLM providers
• Attempt to bypass guardrails, rate limits, credit balance enforcement, or any billing or metering mechanism
• Exploit bugs, race conditions, retry loops, or automation loops to obtain unmetered, mispriced, or unpaid usage
• Access another organization's data or resources
• Reverse engineer, decompile, or attempt to extract source code from the Service
• Use the Service to develop a competing product by scraping models, pricing, or architecture
• Share, sell, sublicense, or expose API keys to unauthorized parties
• Submit content containing malware, exploits, or prompt injection attacks targeting the platform

We reserve the right to suspend or terminate accounts that violate these Terms without notice. You — not the Company — bear sole responsibility for any illegal, infringing, or harmful use of the Service made through your account, and for all consequences of that use.

6. Your Content; Sole Responsibility for Inputs & Outputs

You are solely responsible for all Inputs you submit and for your use of all Outputs, including their legality, accuracy, safety, and fitness for your purpose. Outputs are generated by third-party machine-learning models and may be inaccurate, incomplete, offensive, biased, or misleading. Outputs do not constitute professional advice of any kind (legal, medical, financial, or otherwise), and you must independently verify any Output before relying on it or distributing it.

To the maximum extent permitted by law, the Company has no responsibility or liability for (a) any Input or Output, (b) any decision made or action taken in reliance on an Output, (c) any disclosure of confidential, personal, or sensitive information that you choose to include in an Input, or (d) any third-party claim arising from your Inputs or your use of Outputs.

7. Data Processing & Privacy

Your use of the Service is subject to our Privacy Policy, which describes how we collect, use, and protect your personal data.

For organizations processing personal data of EU/EEA residents through the Service, a Data Processing Agreement (DPA) is available upon request. The DPA incorporates Standard Contractual Clauses (SCCs) for international data transfers.

Organizations can configure their data policy (zero logging, metadata only, full logging, or PII-redacted logging) from organization settings. Nemo Router will enforce the selected policy on all API requests for that organization. You are responsible for selecting a data policy appropriate to your regulatory obligations and for obtaining all consents required to submit personal data through the Service.

8. Intellectual Property

You retain all rights to the content you submit through the Service (prompts, completions, and any other data). CloudAct Inc. does not claim ownership of your content and does not use it to train models.

The Nemo Router platform, including its software, design, and documentation, is owned by CloudAct Inc. and protected by intellectual property laws. Certain open-source components are licensed under their respective open-source licenses.

9. Third-Party Providers; Pass-Through Terms

The Service routes requests to third-party LLM providers (e.g., OpenAI, Anthropic, Google, AWS, Azure). Those providers are independent third parties, not agents or subcontractors for whose model behavior we are responsible. We do not control, and to the maximum extent permitted by law are not liable for: provider outages, latency, model deprecations or behavior changes, provider content moderation decisions, provider data handling, or any act or omission of an upstream provider.

Your use of any model through the Service is additionally subject to the applicable provider's terms and acceptable use policies, which you accept by routing requests to that provider's models. If a provider suspends or restricts our access because of your usage, we may pass that restriction (and any resulting costs) through to you.

10. Service Level & Availability

We target 99.9% uptime for the Nemo Router API. Scheduled maintenance windows will be communicated at least 48 hours in advance via nemorouter.ai/status. Uptime targets are goals, not guarantees, except where a signed Enterprise SLA states otherwise.

Nemo Router is not liable for downtime or errors caused by upstream LLM providers, network issues, or force majeure events. Enterprise customers may negotiate custom SLAs with guaranteed response times and dedicated support channels. Service credits under the SLA are your sole and exclusive remedy for any availability failure.

11. Disclaimer of Warranties

THE SERVICE, ALL OUTPUTS, AND ALL RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT OUTPUTS WILL BE ACCURATE, RELIABLE, OR LAWFUL FOR YOUR PURPOSE; THAT DATA WILL NOT BE LOST, CORRUPTED, INTERCEPTED, OR DISCLOSED; OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12. Assumption of Risk

Artificial-intelligence systems are probabilistic and evolving. You acknowledge and accept the risks inherent in using AI-generated content and a multi-provider routing service, including the risk of inaccurate or harmful Outputs, provider behavior changes, transmission errors, and unauthorized access by third parties despite commercially reasonable safeguards. You assume all such risks, and you are solely responsible for implementing safeguards (human review, testing, backups, monitoring) appropriate to your use case — especially for any high-stakes, regulated, safety-critical, or consumer-facing application.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE, ANY INPUT OR OUTPUT, ANY UPSTREAM PROVIDER, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO THE COMPANY FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS (USD $100). THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE) AND APPLIES CUMULATIVELY TO ALL CLAIMS.

Without limiting the foregoing, and to the maximum extent permitted by law, the Company has no liability for: (a) unauthorized access to or alteration, leak, or loss of your data or transmissions, except to the extent caused by the Company's willful misconduct; (b) any illegal, fraudulent, infringing, or harmful conduct of any user or third party; (c) any consequence of your violation of law or of these Terms; or (d) events beyond the Company's reasonable control. Some jurisdictions do not allow certain exclusions or limitations; in those jurisdictions, the Company's liability is limited to the smallest amount permitted by law. The allocations of risk in Sections 11–15 are an essential basis of the bargain between you and the Company, and the Service's pricing reflects them.

14. Indemnification

You agree to defend, indemnify, and hold harmless CloudAct Inc.and its officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, demands, actions, investigations, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use or misuse of the Service; (b) your Inputs, your use of Outputs, or any content or application you build with the Service; (c) your violation of these Terms, the AUP, or any applicable law or regulation; (d) your violation of any rights of a third party, including intellectual property, privacy, and publicity rights; (e) any fraud, abuse, or illegal activity conducted through your account or keys; and (f) any claim by your end users or customers.

We may, at our option, assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, and you agree to cooperate with our defense. You may not settle any indemnified claim without our prior written consent.

15. Fraud, Abuse & Cost Recovery

The Company takes fraud and abuse seriously and actively enforces against it. If you obtain usage of the Service through fraud, stolen payment instruments, abuse of promotional credits, multi-account schemes, exploitation of bugs or software defects, automation or retry loops engineered to evade metering, or any circumvention of billing, rate limits, guardrails, or credit enforcement, then in addition to all other remedies:

• We may charge your payment method on file for the full retail value of all usage consumed, plus the platform fee that would have applied
• We may immediately revoke keys, forfeit remaining credits, and suspend or terminate your account without notice or refund
• We may recover from you our reasonable costs of investigation, mitigation, chargeback fees, provider pass-through costs, collection costs, and attorneys' fees
• We may report the activity to payment networks, upstream providers, and law enforcement, and cooperate fully with any investigation or legal process
• We may pursue civil and, where applicable, criminal remedies under computer-fraud, payment-fraud, and similar statutes

Amounts owed under this Section are due immediately upon notice and survive termination of your account. We may also withhold or offset any refundable balances against amounts you owe under this Section.

16. Suspension & Termination

You may terminate your account at any time from Organization Settings > Danger Zone. Upon termination:

• A 30-day grace period applies before permanent data deletion
• All API keys are immediately revoked
• Remaining credit balance is eligible for refund (contact support), except balances forfeited under Section 15 or for AUP violations
• Financial records are retained for 7 years per legal obligation
• All other data is permanently deleted per our data retention schedule

We may suspend or terminate your account immediately, with or without notice, for Terms or AUP violations, suspected fraud or illegal activity, risk to the Service or other users, upstream provider demands, or non-payment. We will provide notice where practicable. Sections 6, 9, and 11 through 19 survive any termination.

17. Modifications to Terms

We may update these Terms from time to time. Material changes will be communicated via email and/or an in-product notice. Changes take effect on the effective date stated in the updated Terms, and your continued use of the Service after that date constitutes acceptance. If you do not agree to updated Terms, your sole remedy is to stop using the Service and close your account.

18. Governing Law; Binding Arbitration; Class Action & Jury Trial Waiver

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles.

Informal resolution. Before filing any claim, you agree to first contact us at legal@nemorouter.ai and attempt in good faith to resolve the dispute informally for at least 60 days.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, seated in Santa Clara County, California, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small-claims court, and either party may seek injunctive relief in court for intellectual-property infringement or unauthorized access to the Service.

CLASS ACTION WAIVER: YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS.

JURY TRIAL WAIVER: TO THE EXTENT ANY CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND THE COMPANY EACH KNOWINGLY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Opt-out. You may opt out of this arbitration agreement and the class action waiver by emailing legal@nemorouter.ai within 30 days of first accepting these Terms, stating your account email and your intent to opt out. Opting out does not affect any other provision of these Terms.

Time limit. To the maximum extent permitted by law, any claim arising out of or related to the Service must be filed within one (1) year after the claim accrued, or it is permanently barred.

19. General Provisions

Force majeure. The Company is not liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, internet or utility failures, denial-of-service attacks, or failures of upstream providers.

Severability. If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force. The unenforceability of a provision in one jurisdiction does not affect its enforceability elsewhere.

Entire agreement; assignment; waiver. These Terms (with the documents incorporated by reference) are the entire agreement between you and the Company regarding the Service. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of assets. A failure to enforce any provision is not a waiver.

Compliance & export. You represent that you are not located in an embargoed jurisdiction and are not on any restricted-party list, and you agree to comply with all applicable export control and sanctions laws in your use of the Service.

20. Contact