Terms of Service

Numerari is a division of Node Solutions LLC (“Company,” “we,” “us,” or “our”). Numerari provides non-custodial software for accepting digital-asset payments and for paying multiple recipients from a wallet you control.

We may update these Terms at any time. Changes take effect upon posting, with the Effective Date updated accordingly. Continued use of the Services after changes are posted constitutes acceptance of those changes.

Questions may be directed to support@numerari.io.

• “Company” means Node Solutions LLC, including its divisions, subsidiaries, affiliates, officers, employees, agents, and partners.
• “Services” means the Numerari web applications, hosted checkout, merchant portal, wallet software, APIs, and related offerings.
• “User,” “you,” or “your” means any individual or entity accessing or using the Services.
• “Account” means the registered profile created to access the Services.
• “Wallet” means a digital-asset wallet whose private keys are generated, held, and controlled by you — including any Sub-Wallet derived from it.
• “Sub-Wallet” means an additional address derived from your Wallet that you may assign to a team, function, or automated agent.
• “Private Key” means the cryptographic secret that authorises movement of digital assets from a Wallet.
• “Contact” means a payment recipient you save, together with the wallet address you have confirmed for them.
• “Payout” means an instruction you sign to transfer digital assets to one or more Contacts.
• “Network Fee” means the transaction fee (often called “gas”) charged by a public blockchain network, payable to network validators and not to the Company.
• “Subscription” means paid, recurring access to the Services.
• “Digital Assets” means cryptographic tokens, including stablecoins, transferable on a public blockchain network.
• “Force Majeure” means events beyond a party’s reasonable control, including natural disasters, acts of government, labour disputes, cyberattacks, network congestion, blockchain forks or reorganisations, and third-party service outages.

• You must be at least 18 years old, or the age of majority in your jurisdiction.
• You must have legal capacity to enter into binding contracts. If registering on behalf of an organisation, you must have authority to bind that entity.
• You must not be located in, ordinarily resident in, or organised under the laws of any jurisdiction subject to comprehensive sanctions, and must not appear on any applicable restricted-party list (see Section 9).

When creating an Account, you must provide accurate and current information and update it as necessary. You are responsible for safeguarding your login credentials and all activity under your Account, whether authorised or not. Unauthorised use must be reported immediately.

• Wallet software: a self-custodial wallet interface. Keys are generated and encrypted on your device under a passcode you choose.
• Sub-Wallets: additional addresses derived from your Wallet that you may issue to accounts-payable or accounts-receivable staff, or to automated agents, and revoke at any time.
• Contacts: an address book in which a recipient’s wallet address may be confirmed by micro-deposit or by a signed challenge before it becomes payable.
• Payouts: tooling to compose, sign, submit, and track payments to many recipients, with an on-chain receipt recorded for each.
• Hosted checkout: a payment page that routes a customer’s payment to your wallet through a smart contract.
• Availability: while we strive for continuous access, the Services may be unavailable due to maintenance, upgrades, blockchain network conditions, or unforeseen issues.
• Modifications: we may modify or discontinue the Services at any time, with reasonable notice for material changes.

This section is fundamental to your agreement with us and should be read carefully.

• The Company does not take custody or control of your Digital Assets at any time and does not hold them on your behalf.
• You alone generate, hold, and control your Private Keys. The Company does not hold, escrow, or have the ability to reconstruct your Private Keys or passcode.
• Every transfer of value is initiated and cryptographically signed by you. The Company does not sign transactions for you and cannot move, freeze, reverse, or redirect your Digital Assets.
• If you lose your Private Key, passcode, or recovery material, the Company cannot recover it and your Digital Assets may be permanently inaccessible. No support request can restore them.
• The Company is not a bank, money transmitter, money services business, broker, dealer, exchange, custodian, or investment adviser, and does not offer any of those services.
• You are responsible for securing your device, your passcode, and any recovery material, and for controlling who you issue a Sub-Wallet to. A Sub-Wallet holder can transact with the assets available to that Sub-Wallet.

• Blockchain transactions are irreversible. Once a transfer is broadcast and confirmed, it cannot be cancelled, recalled, or reversed by the Company or by anyone else.
• A transfer sent to an incorrect, outdated, or attacker-controlled address is unrecoverable. Address confirmation tools reduce this risk but do not eliminate it, and you remain responsible for verifying each recipient.
• Digital Assets carry risk, including the risk of total loss. Values may be volatile. Stablecoins may lose their peg, may be frozen by their issuer, or may become non-transferable for reasons outside our control.
• Public blockchain networks are operated by third parties, not by the Company. Network congestion, fee spikes, downtime, forks, reorganisations, or protocol changes may delay, alter, or prevent settlement.
• A Payout that includes multiple recipients is submitted as a series of transfers. Individual transfers may confirm at different times, and one may fail or remain pending while others succeed.
• Smart contracts used by the Services may contain undiscovered vulnerabilities. Audits, where performed, reduce but do not eliminate this risk.
• Nothing in the Services constitutes financial, investment, legal, or tax advice.

By using the Services, you agree to use them lawfully and not to engage in prohibited activities, including:

• Illegal activity, including fraud, money laundering, terrorist financing, or sanctions evasion.
• Uploading malware, ransomware, phishing attempts, or harmful code.
• Infringing intellectual property rights.
• Defamatory, harassing, or discriminatory conduct.
• Attempting unauthorised access to systems, networks, wallets, or accounts.
• Using the Services to pay any person or entity you know or reasonably should know is a restricted party.

You are responsible for the accuracy of every recipient address, amount, and network you select, and for maintaining records sufficient for your own tax, accounting, and regulatory obligations.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, and its employees from claims, damages, liabilities, and expenses (including reasonable attorney’s fees) arising from your use of the Services, your instructions, or your violation of these Terms.

• Subscription: access to payout and wallet features is billed on a recurring basis in advance, and is non-refundable except as provided below.
• No per-payout charge: the Company does not take a percentage of, or a fee from, the value of a Payout. Network Fees still apply and are paid to the network, not to us.
• Checkout fee: payments accepted through the hosted checkout are subject to a transaction fee, disclosed to you before you enable checkout and applied at the point of settlement.
• Payment methods: you must maintain a valid payment method. Providing one authorises recurring charges.
• Failed payments: if payment fails we may retry. If unresolved, your Account may be suspended or terminated.
• Fee changes: fees may be modified with advance notice, taking effect at the next billing cycle.
• Billing disputes: disputes must be raised within 30 days of the charge. Failure to do so waives your right to challenge it.
• Taxes: all fees exclude applicable taxes, which are your responsibility.

Refunds and Cancellation

Subscription fees are final. Refunds are not available except where the Company fails to deliver the Services as described, and any refund is at our sole discretion. You may cancel at any time; access remains active until the end of the current billing cycle, with no refund for unused time. Because the Services are non-custodial, cancellation does not affect your Wallet or your Digital Assets — they remain yours and remain under your control.

The Services are not available to persons or entities subject to sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) or any other applicable authority, nor to persons located in comprehensively sanctioned jurisdictions.

• You represent, each time you use the Services, that neither you nor any recipient you pay is a restricted party.
• We may screen Accounts and addresses, and may suspend or terminate access, decline to provide the Services, or make reports where we believe in good faith that doing so is required by law.
• Availability of particular features may vary by jurisdiction. You are responsible for determining whether your use is lawful where you are.
• Because the Services are non-custodial, the Company cannot freeze, seize, or return Digital Assets, and any obligation we have is limited to withdrawing access to the Services.

We may suspend or terminate your Account immediately, with or without notice, for violation of these Terms, non-payment, fraudulent or illegal activity, or to comply with law or a governmental request.

Termination revokes access to the Services and may result in deletion of Account data. It does not and cannot affect your Wallet, your Private Keys, or your Digital Assets, which remain exclusively yours.

• All rights, title, and interest in the Services, software, technology, and trademarks remain the property of the Company or its licensors.
• You retain ownership of your content, but grant the Company a non-exclusive, worldwide, royalty-free licence to store, access, and process it in order to provide the Services or comply with law.
• You may not use Company or Numerari marks without prior written consent.
• Feedback, ideas, or suggestions you provide may be used by the Company without obligation.
• Integrated third-party services, including blockchain networks, wallet providers, and node providers, are subject to their own terms; the Company disclaims responsibility for their performance.

We collect and process information as described in our Privacy Policy.

The Company employs security measures including encryption, access controls, and audits, but no system is completely secure and we do not guarantee absolute protection. Wallet key material is encrypted under a passcode you choose and which we do not hold; we therefore cannot access it, and equally cannot restore it.

Information recorded on a public blockchain — including wallet addresses, amounts, and timestamps — is public and permanent by design. It is not within the Company’s control and cannot be deleted or amended by us or by you.

In the event of a data breach we will notify you as required by law and take steps to mitigate harm.

• The Services are provided “as is” and “as available,” without warranties of any kind.
• We disclaim liability for downtime, delays, or interruptions, including those caused by blockchain network conditions.
• We disclaim liability for loss of Digital Assets arising from lost keys or passcodes, transfers to incorrect addresses, your own errors, compromise of your device or credentials, or the acts of anyone to whom you issued a Sub-Wallet.
• To the fullest extent permitted by law, we are not liable for indirect, incidental, special, punitive, or consequential damages, or for lost profits or lost value of Digital Assets.
• Our total liability for all claims shall not exceed the fees you paid to us in the six (6) months preceding the claim. For the avoidance of doubt, this cap is not measured by the value of any Digital Assets involved.
• These limitations are fundamental to the agreement between you and the Company. Some jurisdictions restrict such exclusions; liability is limited to the minimum extent permitted by law.

Informal Resolution

Before arbitration or litigation, you must attempt resolution by contacting support@numerari.io. The parties will engage in good-faith discussions for 30 days.

Arbitration

If unresolved, disputes will be settled by binding arbitration under the American Arbitration Association (AAA) and governed by the Federal Arbitration Act. Arbitration will occur in Sheridan, Wyoming, before a single arbitrator. The decision is final and binding.

Class Action Waiver

Disputes must be arbitrated individually. No class, representative, or consolidated actions are permitted.

Exceptions and Costs

Small claims actions, and requests for injunctive relief relating to intellectual property, may proceed in court. Each party bears its own costs unless the arbitrator awards attorney’s fees to the prevailing party. If any part of this section is unenforceable, the remainder stays effective.

These Terms are governed by the laws of the State of Wyoming. You consent to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming.

We may amend these Terms at any time. Updates will be posted with a revised Effective Date, and continued use constitutes acceptance.

The Company is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, power or internet failures, cyberattacks, governmental action, labour disputes, or blockchain network congestion, forks, or reorganisations.