These Terms of Service ("Terms") govern your access to and use of the NEROX platform, APIs, software, and related services (collectively, the "Service") operated by NEROX, Inc. ("NEROX", "we", "us", or "our"). By accessing or using the Service, you agree to be bound by these Terms.
Acceptance of Terms
By creating an account, accessing the Service, or using any part of the NEROX platform, you represent that you are at least 18 years of age, have the legal capacity to enter into a binding contract, and agree to be bound by these Terms and our Privacy Policy.
If you are accessing the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.
Description of Service
NEROX provides GPU-accelerated quantum-inspired optimization infrastructure, including combinatorial problem solving APIs, a simulation sandbox, benchmark tooling, dataset hosting, and a Python SDK. The Service operates as a cloud platform with both managed and on-premise deployment options.
We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time. We will provide reasonable notice for material changes that affect paid subscribers.
Use of Service
You may use the Service only for lawful purposes and in accordance with these Terms. You agree to use the Service in a manner consistent with all applicable laws and regulations.
You are responsible for all activity that occurs under your account. You must maintain the security of your API keys and credentials and notify us immediately of any unauthorized use.
You may not use the Service to develop a competing product or service, resell access to the API without written authorization, or attempt to circumvent usage limits or billing systems.
Account Registration
To access most features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep this information up to date.
You are responsible for all activity that occurs under your credentials. You must immediately notify NEROX of any unauthorized access to your account. NEROX is not liable for any loss resulting from unauthorized account use.
Prohibited Activities
You agree not to: (a) use the Service to transmit malicious code or interfere with other users; (b) attempt to reverse engineer the NEROX platform; (c) use automated scripts to abuse the API beyond documented rate limits; (d) use the Service to violate any applicable law or third-party rights; (e) upload data that you do not have the right to process or that infringes third-party intellectual property rights.
NEROX reserves the right to suspend or terminate accounts that engage in prohibited activities, with or without prior notice.
Intellectual Property
The Service, including all software, algorithms, interfaces, documentation, and content, is owned by NEROX and protected by intellectual property laws. Nothing in these Terms transfers ownership of any NEROX intellectual property to you.
You retain all rights to data and problem instances you submit to the Service. By submitting data, you grant NEROX a limited license to process that data solely to provide the Service.
Benchmark results and solver outputs generated by the Service on your data are owned by you. Aggregate, anonymized benchmark statistics may be used by NEROX to improve the platform.
Payment & Billing
Paid plans are billed monthly or annually as specified at the time of purchase. All fees are non-refundable except as required by applicable law or as explicitly stated in our refund policy.
GPU-seconds are consumed when solver jobs run. Usage above your plan's included quota is billed at the overage rate for your plan tier. You may set a monthly spend cap in your account settings; when reached, GPU jobs will pause until the next billing cycle or until you raise the cap.
NEROX reserves the right to change pricing with 30 days' notice. Price changes for existing subscriptions will apply at the next renewal date.
Data & Privacy
Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, and share information about you when you use the Service.
Problem data you submit is processed solely to provide optimization results. We do not retain raw problem data beyond the job history period specified in your plan (7 days on free, 90 days on paid plans).
Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEROX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT RESULTS OBTAINED FROM THE SERVICE WILL BE ACCURATE OR OPTIMAL.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEROX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING FROM YOUR USE OF THE SERVICE, EVEN IF NEROX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEROX'S TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT YOU PAID NEROX IN THE TWELVE MONTHS PRECEDING THE CLAIM.
Indemnification
You agree to indemnify, defend, and hold harmless NEROX and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising from your use of the Service, your violation of these Terms, or your violation of any third-party rights.
Termination
Either party may terminate the agreement at any time. You may terminate by deleting your account. NEROX may terminate or suspend your account for violation of these Terms, non-payment, or for any reason with 30 days' notice.
Upon termination, your right to access the Service ends immediately. Data associated with your account will be deleted according to our data retention policy.
Changes to Terms
We may modify these Terms at any time. We will notify you of material changes by email or by posting a notice in the Service. Your continued use of the Service after the effective date of updated Terms constitutes acceptance of the changes.
Governing Law
These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles. Any disputes arising from these Terms shall be resolved exclusively in the state or federal courts located in Delaware.
Contact
For questions about these Terms, please contact us at support@driftrail.com. For billing questions: support@driftrail.com.