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Terms and Conditions

Last updated: September 16, 2026

1. Agreement and Scope

These Terms of Service (the "Terms") are an agreement between you and Numerus AI, Inc., a Delaware corporation ("Numerus," "we," or "us"). They cover the Numerus desktop app, cloud services, web app, integrations, website, and other software services we provide (together, the "Services").

By creating an account, installing the app, or using the Services, you agree to these Terms and Desktop Software License. If you act for a company or other organization, you confirm that you have authority to bind it, and "you" means that organization. If you sign an order form or enterprise agreement with us, it controls where it conflicts with these Terms.

If you do not agree to these Terms, do not use our Services.

Our Privacy Policy explains how we collect and process personal information related to Numerus.

2. Accounts and Organization Administrators

You must be at least 18 years old to use the Services. Keep your account information accurate and your credentials secure. Tell us promptly if you become aware of unauthorized use.

You are responsible for activity under your account, including Agent Actions as described in Section 4. Each paid seat is for one named person and cannot be shared. You may reassign a seat when someone leaves.

If your organization manages your account, its administrators can control your access, configure Agent permissions, see your usage and content, and suspend or delete your account.

3. The Numerus Service

Numerus is an AI-native workspace and editor for finance work. You can open spreadsheets, documents, data files, and scripts, connect systems you authorize, and use Agents to carry out workflows such as reconciliations and reports. You review the results.

The folders and files you open in the desktop app are your "Workspace." Workspace files live on your computer. When you use AI features, we send the content the task needs to our cloud and our AI providers, as described in our Privacy Policy.

Enterprise customers may run the Services in their own infrastructure under an enterprise agreement. They are responsible for the infrastructure they operate.

We may change limits, add, change, or remove features, models, and integrations, included usage, APIs, and pricing for future use. We may also apply stricter or additional limits to free, paid, suspicious, or high-risk usage.

4. Agents, Permissions, and Scheduled Workflows

An "Agent" is AI functionality that interprets your instructions, plans steps, and acts. An "Agent Action" includes reading, editing, creating, or deleting files; running code; reading or writing data in a Connected System; and sending messages. A "Workflow" is a set of instructions you save so an Agent can run them again, on demand or on a schedule.

Your authorization and permissions

Agents act within your instructions, Workflows, configured permissions, and the access you grant to Connected Systems. Instructing an Agent, saving a Workflow, or scheduling a run authorizes the resulting Agent Actions. You are responsible for those actions as if you had taken them yourself, except where they result from our breach of these Terms.

You decide which folders Agents can access, which systems they can write to, and which actions require your approval. Give Agents only the access they need. Where possible, test new Workflows using non-production data. We strongly recommend requiring approval before an Agent writes to a system of record.

Change history and irreversible actions

We keep change history and Agent Logs and can usually revert changes to Workspace files. We often cannot undo actions in Connected Systems, such as a posted entry, sent email, submitted filing, or triggered downstream process. Keep backups.

Where scheduled Agents run

You choose where scheduled Agents run:

  • On your computer: the app must remain open, and credentials stay on your device.
  • In our cloud: Agents can run at any time. We store the Workflow, encrypted credentials, and data needed to run it. Cloud Agents cannot access files that exist only on your computer.
  • In your own infrastructure: under a self-hosted enterprise deployment, the Workflow, credentials, and data needed to run it stay in your infrastructure.

Scheduled Agents act on the standing authorization you gave when you set them up. You are responsible for monitoring results and pausing or deleting Workflows that no longer match your intentions.

Code execution

Code runs with the permissions of its environment: sandboxed in our cloud, under your user account when run locally, and under your controls in a self-hosted deployment. Review code where appropriate. Do not run it with elevated privileges or against production systems without safeguards.

5. Connected Systems and Third-Party Providers

A "Connected System" is a third-party service you connect, such as an ERP, accounting system, CRM, cloud storage, email, Slack, or Teams.

Connecting a system authorizes us to read from it and, where you grant write access, write to it on your behalf. You confirm that you have the right to grant that access, including any required employer or account-owner authorization, and that doing so does not violate the system's terms.

We do not control Connected Systems and are not responsible for their availability, accuracy, security, or changes that affect their compatibility with Numerus. Your agreements with their providers govern your use of those systems.

Credentials are stored in your device's secure credential store and encrypted in our cloud for cloud-run scheduled Agents. You can revoke access at any time.

Custom tools, extensions, or servers we do not provide, including MCP servers, may be able to access Customer Content. You use them at your own risk.

Third-party AI models power some features. We select those providers and may change them.

6. Customer Content, AI Processing, and Retention

"Customer Content" means your prompts and instructions, the file content we process, data from Connected Systems, Outputs, Workflows, and Agent Logs. "Outputs" are the files, edits, reports, code, summaries, exception lists, and other results the Services generate. "Agent Logs" are records of what an Agent did.

Ownership and permission to process

You own your Customer Content, including Outputs. To the extent we hold rights in Outputs, we assign those rights to you, except for our own technology.

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, and display Customer Content as needed to provide, secure, support, and maintain the Services for you, and to comply with law.

You confirm that you have the rights, notices, and consents needed to put Customer Content into the Services. If it includes personal data about others, you are responsible for having a lawful basis.

Retention

Numerus retains prompts, outputs, and Agent Logs for debugging and quality measurement. Only authorized staff under confidentiality obligations may review them.

Usage data

We collect information about how the Services are used. We may use that information, and aggregated data that can no longer reasonably be linked to you, to operate and improve the Services.

Local files

Files on your computer stay under your control. Unless you use a sync feature, we do not hold copies and cannot recover them.

7. Security and Confidentiality

We maintain safeguards designed to protect Customer Content, as described in our Privacy Policy. We will tell you without undue delay about a security incident affecting it. You are responsible for your devices, networks, account access, and credentials.

Each party may receive confidential information belonging to the other. Your Customer Content is your confidential information. Each party will use the other's confidential information only to perform under these Terms, protect it with reasonable care, and share it only with people and providers who need it and are under similar confidentiality obligations.

These obligations do not cover information that is public, already known, independently developed, or lawfully received elsewhere. Either party may disclose information where required by law, after giving notice where legally allowed.

8. Financial Outputs and Your Responsibilities

AI is probabilistic. Outputs may be wrong, incomplete, or inconsistent between runs. Errors may include plausible-looking but incorrect numbers, formulas, account mappings, matches, or source references. Outputs may resemble content generated for other users, so you do not receive exclusive rights in Outputs that are not unique to you.

The Services are software. They do not provide accounting, audit, tax, legal, or investment advice and do not replace professional judgment. Do not use them as the sole basis for decisions with legal or similarly significant effects on individuals, such as employment, pay, or credit decisions.

You remain responsible for your books and records, accounting policies, close process, internal controls, filings, and audits. Our logs and traceability features support your controls; they do not replace them.

9. Plans, Billing, and Cancellation

Plans, features, limits, and prices are listed on our website. Paid Plans are billed in advance, monthly or annually, and renew automatically until canceled. Fees exclude taxes and are non-refundable except where required by law.

We will give at least 30 days' notice of a price increase, effective at your next renewal. If payment fails, we may suspend paid features after notice and a reasonable opportunity to pay. You may cancel at any time, effective at the end of the billing period.

Plans may limit AI usage, Agent runs, connected systems, or storage. If you exceed those limits, we may throttle usage, charge for additional usage, or ask you to upgrade.

Custom pricing and professional services are governed by your order form or other written agreements.

10. Acceptable Use

You may use Numerus only for lawful, authorized, non-abusive purposes. You must not, and must not let others:

  • Use the Services for fraud, falsifying financial records, money laundering, sanctions or tax evasion, or anything else unlawful.
  • Use the Services to initiate payments, transfers, or any other movement of funds.
  • Access systems, accounts, or data without authorization, or use Agents to do so.
  • Upload or run malware, or attack, probe, or disrupt any system.
  • Reverse engineer the Services or try to extract our source code, model weights, system prompts, or Agent instructions, except where law expressly permits it.
  • Circumvent or bypass usage limits, license controls, or security features.
  • Share credentials or seats, or resell the Services, except under an enterprise agreement.
  • Build a competing product using the Services or benchmark them for that purpose.
  • Process protected health information, payment card data, or other specially regulated data unless we have agreed in writing.
  • Present Outputs as audited, certified, or professionally reviewed when they are not.
  • Violate the terms of a Connected System, applicable law, regulations, court orders, sanctions, export controls, privacy right, intellectual property or third-party rights.

11. Intellectual Property and Feedback

The Services, including the app, cloud services, Agents, Workflow templates, prompts and system instructions, models, documentation, and trademarks, belong to Numerus and its licensors. We reserve all rights not granted under these Terms or the Desktop Software License. Open-source components are licensed under their own terms.

You may use Workflow templates we provide in your own work. If you provide feedback, suggestions, ideas, bug reports, or improvements, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation.

These Terms do not transfer any Numerus intellectual property to you.

12. Suspension, Termination, and Data Export

You may stop using the Services and close your account at any time.

We may suspend, restrict, throttle, archive, delete, or terminate any account, public service, credential, API key, session, trial, credit, subscription, feature, or access if we believe you or your End Users violated these Terms, created risk, abused Services or Numerus, attempted circumvention, failed to pay, violated provider rules, violated law, or used Services in a way that may harm Numerus, users, providers, networks, systems, reputation, or third parties.

We may close Free Plan or any other free access accounts at any time. We may act without prior notice where we believe immediate action is needed

When these Terms end:

  • Your app license ends, and you must uninstall the app.
  • Scheduled Agents stop, and stored credentials are deleted.
  • Workspace files remain on your computer.
  • You may export content held in our cloud for 30 days. We then delete it within the following 30 days, except for backups overwritten in the ordinary course and information we must retain by law.
  • Fees owed remain due.

The provisions on Customer Content, security and confidentiality, intellectual property and feedback, disclaimers, liability, indemnity, termination and disputes, and general terms survive termination.

13. Disclaimers

We work to keep the Services available but do not guarantee uninterrupted operation. The Services depend on third-party infrastructure, AI providers, Connected Systems, and your device and network. Service-level commitments come only from an enterprise agreement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUTS, AND AGENT ACTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT OUTPUTS WILL BE ACCURATE OR COMPLETE, THAT AGENT ACTIONS WILL ACHIEVE YOUR INTENDED RESULT, THAT THE SERVICES WILL WORK WITH ANY CONNECTED SYSTEM, OR THAT FILES OR DATA WILL NOT BE LOST OR ALTERED.

14. Limitation of Liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA.

OUR TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF WHAT YOU PAID US IN THE TWELVE MONTHS BEFORE THE CLAIM OR ONE HUNDRED U.S. DOLLARS ($100).

We are not liable for losses arising from Agent Actions taken in line with your instructions, Workflows, or permission settings; your failure to review Outputs and Agent Actions before relying on them; acts or failures of Connected Systems and other third parties; or loss of files you did not back up.

Nothing in these Terms limits liability that cannot be limited by law. These limits do not apply to your payment or indemnity obligations.

15. Indemnity

You will defend and indemnify Numerus and its people against third-party claims, related damages, and reasonable legal fees arising from your Customer Content, your use of the Services including authorized Agent Actions, your use of Connected Systems, or your breach of these Terms or the law. Any indemnity from us comes from an enterprise agreement.

16. Governing Law and Disputes

Delaware law governs these Terms. Before formal proceedings, each party will try in good faith to resolve the dispute informally for 30 days after written notice.

Unresolved disputes go to binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, in Wilmington, Delaware, by video, or in another location the parties agree to. Either party may bring an individual claim in small claims court or seek injunctive relief in court to protect intellectual property or confidential information. Claims not subject to arbitration belong in the courts of Delaware.

To the maximum extent permitted by law, each party agrees to bring claims only individually, not as part of a class or representative proceeding.

17. Changes to These Terms

We may update these Terms. We will give at least 30 days' notice of material changes unless law or security requires earlier changes. For paid subscriptions, material changes that hurt your position take effect at your next renewal. Continuing to use the Services after that means you accept the updated Terms.

18. General Terms and Contact

These Terms and the documents included under Section 1 are the entire agreement about the Services. You may not assign them without our written consent. We may assign them in a merger, acquisition, financing, or sale of assets.

Neither party is liable for delays beyond reasonable control, although this does not excuse payment. If a provision is unenforceable, the rest remains in effect. Not enforcing a provision does not waive it. We are independent contractors, with no third-party beneficiaries. The English version controls.

We send notices to your account email. Send legal notices to vas@numerus.one. Support is available at support@numerus.one and in the product.

Our mailing address: 1111b S Governors Ave Suite 98804, Dover, Delaware, United States.