Terms of Service

Edition dated: November 2025

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1. Introduction

Welcome to Numi — a platform that provides creators with infrastructure and tools to monetize digital content. By accessing or using Numi (the “Platform”), you agree to these Terms of Service (“Terms”). If you do not agree, please do not use the Platform.

The Platform is operated by Spiry Ltd, a company registered under the laws of the Republic of Cyprus (“Numi”, “we”, “our”)

2. Definitions

“Account” means a registered user account on the Platform.

“Buyer” means a user who purchases access to Content through the Platform.

“Chargeback” means a payment reversal initiated by a payment method provider or Buyer’s financial institution.

“Commission” or “Service Fee” means the fee retained by Numi as specified on the Platform.

“Content” means any digital works, materials, posts, media, files, services, memberships, or experiences offered by a Creator via the Platform.

“Creator” means a user who offers Content via the Platform.

“Payout” means a transfer of funds due to a Creator after deduction of fees and any holds or adjustments permitted under these Terms.

“Processors” means third‑party payment processors and other vendors authorized by Numi.

“Prohibited Content/Use” means activities/content not allowed under Section 10.

“Taxes” means all taxes, duties, levies or similar governmental assessments (including VAT/sales tax/withholding).

3. Eligibility, Registration & Accounts

3.1. You must be at least 18 years old (or the age of majority in your jurisdiction) and have the capacity to enter into, and be bound by these Terms. You represent that your use of the Platform does not violate any applicable sanctions or restrictions.

3.2. You must provide accurate information and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and all activity on your Account.

3.3. We may require identity verification, business information, and other compliance checks (including KYC/AML and sanctions screening). As part of this process, you may be asked to provide documents such as a valid government-issued ID, proof of address, business registration details, or other supporting information. Numi reserves the right to request any additional documents or data at its reasonable discretion if required by law, by our payment partners, or by the specific circumstances of your case. Failure to complete verification may result in delayed payouts, suspension, or termination of your account.

3.4. We may suspend, restrict, or terminate Accounts for violations of these Terms or applicable law, risk or fraud concerns, or non‑use.

4. Platform Scope & Relationship of the Parties

4.1. Numi provides tools and infrastructure that enable Creators to offer and sell Content to Buyers.

4.2 The Platform uses AI-driven analytics to identify trends, track performance, and provide personalized insights to Creators. These insights are for informational purposes only; they do not constitute professional advice or any form of guarantee. Numi makes no promises or representations that using these insights will lead to specific financial results, profits, or income. Any examples, projections, or case studies shared on the Platform are illustrative only and should not be interpreted as assurance of future success. Creators understand that their outcomes depend on many factors outside the Platform’s control, including market conditions, personal effort, and external circumstances. The Platform is not liable for any losses or damages arising from reliance on insights or information provided via the Platform.

4.3. Except as explicitly stated, Numi is not the seller of Content, assumes no obligations between Creators and Buyers, and bears no responsibility for the performance, quality, legality, or accuracy of any Content.

4.4. Creators set their own pricing and are solely responsible for their Content, descriptions, access and delivery, communication with Buyers, and after‑sale support.

4.5. Buyers contract directly with Creators. Any refunds, access issues, or support for Content are handled by the Creator, subject to Section 9 (Refunds, Disputes & Chargebacks).

4.6. Users are encouraged to exercise reasonable caution when interacting with each other on or outside the Platform. Numi does not verify qualifications or legal rights of Creators or Buyers and is not liable for any actions or omissions of users toward each other.

5. Payments, Fees, Payouts & Reserves

5.1. Payments are processed by Processors authorized by Numi. Your use of such services may be subject to their terms. Numi is not responsible for delays or errors caused by processors, banks, or card networks.

5.2. Commission. Numi charges the Commission as specified on the Platform. The fee is deducted automatically from each transaction.

5.3. Payouts. Funds due to Creators (net of fees, refunds, chargebacks, adjustments, and applicable holds) are transferred on a regular basis in accordance with Numi’s payout procedures. Numi may aggregate small balances to reduce transaction and processing fees.

5.4. .Reserves & Holds. To manage risk, fraud, or compliance, Numi may (a) place a reserve or hold on funds; (b) delay or advance Payouts; (c) request additional information; or (d) reverse a Payout in case of refunds,chargebacks, or errors. In most cases, such measures are resolved within up to fourteen (14) business days, but the period may be extended if required by payment processors, financial institutions, or applicable law. Numi will make reasonable efforts to notify the Creator of any hold or delay and to release the funds as soon as the issue is cleared.

5.5. Set‑off & Reconciliation. Numi may set off any amounts owed by Creator to Numi (including chargebacks, fines, or negative balances) against Payouts. If Payouts are insufficient, Creator shall promptly reimburse the deficit upon request. If any fines or penalties are imposed on Numi as a result of the Creator’s actions or omissions, the Creator agrees to fully indemnify Numi for such losses, including related costs and expenses.

5.6. Currencies. Where applicable, conversions are performed by Processors or banks at their rates and fees. Numi is not responsible for spreads or charges.

6. Taxes

Creators are solely responsible for determining, collecting (where required), reporting, and paying Taxes related to their sales and earnings via the Platform. Numi does not withhold or remit Taxes on behalf of Creators unless required by law. Numi may request tax information and may withhold amounts where legally required.

7. Content, IP Ownership & Licenses

7.1. Creators retain ownership of their Content. By uploading Content, Creator grants Numi a limited, non-revokable, transferable, sublicensable, non‑exclusive, worldwide, royalty‑free license to use, reproduce, modify, host, cache, transmit, display and otherwise use the Content solely to operate, improve, and promote the Platform. For the avoidance of doubt, the Creator retains the sole owner of their Content, and Numi does not claim any ownership rights over it.

7.2. Creator represents and warrants that they hold all necessary rights to the Content and that such Content does not infringe third‑party rights,including but not limited to intellectual property or privacy rights.

7.3. Numi Materials. Numi retains all rights for the Platform, software, trademarks, and brand assets. No rights are granted except as expressly stated.

7.4. Feedback. You grant Numi a non-revokable, transferable, sublicensable, non‑exclusive, , worldwide, royalty‑free license to use feedback and suggestions without obligation to you.

8. Subscriptions, Access & Delivery

8.1. Creators may offer one‑time purchases, memberships, or subscriptions. Terms (pricing, billing cycle, benefits) are set by each Creator directly on the Platform. Numi does not control or influence how Creators price their Content – all terms are defined by them.

8.2. Access is provided digitally. Creators are responsible for delivering Content and managing access entitlements.

8.3. Trials & Promotions. Free trials or promotional terms, if any, are set by Creators and may be modified or withdrawn in accordance with applicable law.

9. Refunds, Disputes & Chargebacks

9.1. Unless expressly stated on the Platform or by the Creator, all sales are final. Creators may, at their discretion or where required by law, issue refunds to Buyers.

9.2. Buyer disputes should be addressed to the Creator first. If a payment dispute or chargeback is initiated, Numi may provide information to the Processor and debit the Creator’s balance or future Payouts for the disputed amount and associated fees.

9.3. If Numi reasonably suspects abuse or fraud, it may deny or reverse refunds and withhold Payouts pending investigation.

10. Acceptable Use & Prohibited Content

You agree not to use the Platform to: (a) violate any applicable law; (b) infringe IP or privacy rights; (c) distribute malware, spam, or deceptive practices; (d) facilitate money laundering, terrorism, or sanctions evasion; (e) promote hate, violence, or harassment; (f) offer illegal or regulated goods/services without authorization; (g) post sexually explicit content involving minors or non‑consensual acts; (h) interfere with Platform security or integrity; (i) scrape or mine data without permission.

11. Copyright Complaints & Takedown

Numi respects intellectual property rights. If you believe Content infringes your rights, submit a detailed notice to info@spiry.app including: (a) identification of the work; (b) identification of the infringing material and its location; (c) your contact details; (d) a statement of good‑faith belief; (e) a statement under penalty of perjury that the information is accurate and you are authorized to act; and (f) your signature. Numi may remove or disable access to disputed Content and, where appropriate, terminate repeat infringers’ Accounts.

12. Data, Privacy & Security

12.1. Personal data are processed per the Privacy Policy. We implement technical and organizational measures appropriate to the risk. You acknowledge that no method of transmission or storage is 100% secure and agree to notify us promptly of any suspected unauthorized access to your Account.

12.2. If you share any personal data with us, e.g. as part of the account setup, payment processing, or communication – you confirm that (a) you have a valid legal basis to share this data with us and for its further processing by us and our trusted partners; (b) the individuals whose data you share have been properly informed about such disclosure and processing.

13. Beta Features 

We may offer beta or experimental features on an “as is” basis and may modify, suspend, or discontinue features or adjust fees. 

14. Changes to the Service & Fees

We may update these Terms from time to time to reflect product updates, new features, or changes in applicable law. All updates will be published on the Platform and take effect immediately upon posting, unless stated otherwise. You are strongly encouraged and deemed responsible to review the Terms regularly to stay informed of any changes. By continuing to use Numi after the updates take effect, you confirm your acceptance of the revised Terms. If we make any material changes, e.g. adjustments to fees or key terms – we will additionally notify you via the Platform, by email or another reasonable method.

15. Warranties & Disclaimers

THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NUMI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. NUMI DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR‑FREE OR THAT RESULTS WILL MEET YOUR EXPECTATIONS.

16. Indemnity

You shall defend, indemnify, and hold harmless Numi and its affiliates, officers, and employees from any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to (a) your Content; (b) your use of the Platform; (c) your breach of these Terms or any applicable law; or (d) any Taxes related to your earnings.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUMI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. NUMI’S TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE TOTAL COMMISSIONS RETAINED BY NUMI FROM YOU IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. Term, Suspension & Termination

You may close your Account at any time. We may suspend or terminate access immediately for violations, risk, fraud, or legal/compliance reasons. Upon termination, Sections 6–7, 9–17, 19–21 survive. We may retain records as required by law and for legitimate interests (e.g., fraud prevention).

19. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including acts of God, war, terrorism, labor disputes, power or internet failures, or actions of governmental authorities.

20. Governing Law & Dispute Resolution

These Terms are governed and construed in accordance with the laws of the Republic of Cyprus. The parties shall make every reasonable effort to resolve any dispute through good-faith discussions within fourteen (14) days. If no resolution is reached and  the dispute remains unresolved, it shall be finally settled by arbitration under the CEDRAC Arbitration Rules. The parties agree that: (a) the appointing authority shall be the CEDRAC Court; (b) the number of arbitrators shall be three (3); (c) the seat of arbitration shall be Nicosia, Cyprus; and (d) the language of proceedings shall be English. Nothing in this clause prevents either party from seeking interim or injunctive relief when necessary to protect its rights.

21. Miscellaneous

Assignment. You may not assign these Terms without Numi’s prior written consent; Numi may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

Notices. We may notify you via the Platform, email, or your Account. You may notify us at info@spiry.app.

Entire Agreement. These Terms constitute the entire agreement and supersede prior understandings.

Severability. If any provision is unenforceable, the remainder remains in effect.

No Waiver. Failure to enforce is not a waiver.

Order of Precedence. In the event of conflict between these Terms and any policy on the Platform, these Terms control unless expressly stated otherwise.

22. Contact

Spiry Ltd
HE 479622
Arch. Makariou III & Orfeos, 67 & 2B, Office 104, 1070, Nicosia, Cyprus
Email: info@spiry.app
Website: numi-ai.com

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