Terms of Service

1. Acceptance of Terms

By creating an account or using the NemoRouter platform (“Service”), operated by CloudAct Inc., you agree to be bound by these Terms of Service (“Terms”). 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 20+ 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 NemoRouter API key and purchase credits to fund API usage. Users do not need to configure or supply their own provider keys.

3. Accounts & Registration

You must provide accurate information when creating an account. You are 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.

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.

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 1 (Pay As You Go): $0 — 4% platform fee, 500 RPM / 500K TPM
• Tier 2 (Monthly Commitment): Min $100/month — 2% platform fee, 500 RPM / 500K TPM
• Tier 3 (Annual Commitment): Min $1,200/year — 0% platform fee, 1,000 RPM / 1M TPM
• 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.

5. Acceptable Use

You agree not to use the Service to:

• Generate content that violates applicable law or the acceptable use policies of upstream LLM providers
• Attempt to bypass guardrails, rate limits, or credit balance enforcement
• 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 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.

6. 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.

7. 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 NemoRouter 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.

8. 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 status.nemorouter.ai.

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.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEMOROUTER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

Our total liability for any claims related to the Service shall not exceed the amount you paid us in the 12 months preceding the claim. This limitation applies regardless of the theory of liability (contract, tort, strict liability, or otherwise).

10. 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)
• Financial records are retained for 7 years per legal obligation
• All other data is permanently deleted per our data retention schedule

We may terminate or suspend your account immediately for Terms violations, illegal activity, or non-payment. We will provide notice where practicable.

11. Indemnification

You agree to indemnify and hold Nemo Router harmless from any claims, damages, or expenses arising from your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

12. Modifications to Terms

We may update these Terms from time to time. Material changes will be communicated via email at least 30 days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

13. Governing Law & Dispute Resolution

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.

Any disputes arising from these Terms shall first be addressed through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association.

14. Contact