Terms of service

These Terms of Service (“Terms”) are a legal agreement between Newmen AI, Inc. (“Newmen,” “we,” “us,” or “our”) and the individual or entity accessing or using our services (“you” or “Customer”). By creating an account, accessing the Atlas API, or using the Newmen Console, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Please read these Terms carefully. They include important provisions regarding dispute resolution, including a binding arbitration clause and class-action waiver, which affect your legal rights.

1. Definitions

“API” means the Atlas model API and any related APIs made available by Newmen. “Console” means the Newmen web application at newmen.ai/console. “Services” means collectively the API, the Console, documentation, and any other products or services provided by Newmen. “Input” means text, data, files, or other content you submit to the Services. “Output” means content generated by the Services in response to Input. “Customer Data” means Input, Output, feedback, tags, and any other data you provide or that is generated on your behalf through the Services.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 18 years old to use the Services. By using the Services, you represent that you meet this requirement. If you are using the Services on behalf of an organization, you represent that your organization is validly formed and in good standing.

2.2 Account Creation

You must create an account to access the Services. You agree to provide accurate, current, and complete information during registration and to keep that information up to date. You are responsible for all activity that occurs under your account.

2.3 API Keys

You are responsible for maintaining the confidentiality of your API keys. You must not share keys with unauthorized parties or embed them in client-side code. You must notify us immediately at security@newmen.ai if you believe your API key has been compromised. Newmen is not liable for losses resulting from unauthorized use of your credentials.

3. Use of the Services

3.1 License

Subject to these Terms and your timely payment of applicable fees, Newmen grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes.

3.2 Usage Policies

Your use of the Services is subject to Newmen’s Acceptable Use Policy, which is incorporated into these Terms by reference. You agree not to use the Services to:

• Violate any applicable law or regulation, including export control laws;
• Infringe the intellectual property, privacy, or other rights of any third party;
• Generate, distribute, or facilitate content that is defamatory, obscene, or illegal;
• Create content that sexualizes minors or facilitates human trafficking;
• Generate malware, spam, or phishing content;
• Conduct automated scraping, probing, or denial-of-service attacks;
• Attempt to extract, reconstruct, or reverse engineer Atlas model weights, architecture, training data, or system prompts;
• Use the Services to develop a product or service that competes with Newmen without our prior written consent;
• Misrepresent AI-generated content as human-generated where such misrepresentation would deceive or harm others.

3.3 Rate Limits and Fair Use

Your subscription plan includes rate limits and token quotas as specified in the applicable plan documentation. Newmen reserves the right to throttle or suspend access for usage that materially exceeds plan limits or that we reasonably believe is abusive.

4. Content and Intellectual Property

4.1 Your Content

You retain all ownership rights in your Input and, subject to Section 4.2, in the Output. You grant Newmen a worldwide, royalty-free license to process your Customer Data solely to provide and improve the Services for you. This license does not grant Newmen the right to use your Customer Data to train shared base models; see Section 5.

4.2 Output Ownership and Responsibility

Newmen assigns to you all right, title, and interest it may have in Output generated for you, to the extent permitted by applicable law. You are solely responsible for Output and for ensuring it complies with these Terms and applicable law. Due to the probabilistic nature of AI, Output may not be unique and Newmen makes no warranty that Output does not infringe third-party rights.

4.3 Newmen Intellectual Property

The Services, Atlas models, and all related technology, including the Newmen Console and API infrastructure, are and remain the exclusive property of Newmen. Nothing in these Terms transfers any ownership of Newmen’s intellectual property to you.

4.4 Feedback

If you submit feedback, suggestions, or evaluations about the Services, you grant Newmen a perpetual, irrevocable, royalty-free right to use that feedback for any purpose, including improving the Services, without obligation to you.

5. Customer Data and Training

5.1 No Shared-Model Training Without Consent

Newmen does not use Customer Data to train or fine-tune models that are served to other customers without your explicit written consent. Customer Data is processed solely to deliver the Services to you.

5.2 Per-Tenant Training

If you use the reliability loop to generate datasets and request model training, you authorize Newmen to train a per-tenant model variant using only the datasets you have explicitly marked as golden and submitted for training. Such model variants are your exclusive property and are not shared with other customers.

5.3 Retention

Newmen retains API request and response payloads for the period specified in your subscription plan, after which they are deleted. You may request earlier deletion by contacting privacy@newmen.ai.

6. Payment and Billing

6.1 Fees

You agree to pay all fees associated with your chosen plan as set forth on our Pricing page or in a separately executed order form. Fees are stated in US dollars and are exclusive of applicable taxes, which you are responsible for paying.

6.2 Metered Usage

For plans with metered billing, fees are calculated based on actual token usage as recorded by Newmen’s systems. In the event of a good-faith dispute regarding metered usage, contact billing@newmen.ai within thirty (30) days of the invoice date.

6.3 Late Payment

Unpaid amounts are subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Newmen may suspend access to the Services for accounts with overdue balances after providing fourteen (14) days’ written notice.

6.4 Refunds and Credits

Platform fees (e.g. the Reliability Loop monthly fee) are non-refundable except as expressly required by applicable law or as otherwise set forth in a separately executed agreement.

Eval-gated quality refund. On the Reliability Loop and Strategic plans, calls whose bound evaluator score lands below the operation’s configured min_score threshold are refunded automatically: the call’s metered cost is rewritten to zero, a compensating meter event is fired, and the org’s prepaid credit balance is incremented by the original charge amount.

Tag-for-refund (Walmart tier). Customers may flag individual API calls as unsatisfactory by submitting thumbs_down feedback through the console or POST /v1/feedback endpoint. Up to ten percent (10%) of an organization’s API calls in any rolling thirty (30) day window will be refunded automatically as prepaid credits. Thumbs-down submissions beyond that budget are placed in a manual review queue; Newmen reviews each on a reasonable-effort basis and may approve or deny the refund. Newmen reserves the right to deny refunds and / or terminate accounts that abuse this mechanism, including any organization seeking to refund more than twenty-five percent (25%) of their calls in a thirty (30) day window.

6.5 Prepaid Credits and Auto Top-Up

Prepaid credits. Walmart-tier accounts operate on a prepaid credit balance. Credits are purchased via Stripe-hosted checkout or off-session charges (see Auto Top-Up below) and are consumed by API calls at the rates published on the Pricing page. Credits are non-refundable to a payment method but may be applied to subsequent usage indefinitely.

Auto top-up authorization. By enabling Auto Top-Up, you authorize Newmen to charge your saved payment method off-session whenever your prepaid credit balance falls below the threshold you have configured in /console/settings/billing. The default behavior at signup is: when balance falls below $5, charge the saved card $25; both values are user-configurable, and Auto Top-Up may be disabled at any time. Newmen will not initiate any other off-session charges without your express consent.

Stripe statement descriptor. Auto top-up and manual top-up charges appear on your card statement as NEWMEN.AI*CREDITS.

7. Confidentiality

Each party agrees to keep confidential the other party’s non-public technical, business, and financial information (“Confidential Information”) disclosed in connection with the Services, and to use such information only as necessary to perform obligations under these Terms. These obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law. This section survives termination of these Terms for three (3) years.

8. Warranties and Disclaimers

8.1 Your Warranties

You represent and warrant that (a) you have full right and authority to enter into these Terms; (b) your use of the Services will comply with all applicable laws; and (c) your Customer Data does not violate the rights of any third party.

8.2 Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEWMEN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEWMEN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT OUTPUT WILL BE ACCURATE OR RELIABLE. YOU USE THE SERVICES AT YOUR OWN RISK.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEWMEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, EVEN IF NEWMEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NEWMEN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO NEWMEN IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

10. Indemnification

You agree to defend, indemnify, and hold harmless Newmen and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) your use of the Services; (b) your Customer Data; (c) your violation of these Terms; or (d) your violation of any third-party rights.

11. Term and Termination

11.1 Term

These Terms are effective from the date you first access the Services and continue until terminated in accordance with this section.

11.2 Termination for Convenience

You may terminate your account at any time through the Console settings. If you terminate before the end of a paid billing period, you will not receive a prorated refund of prepaid fees unless required by applicable law.

11.3 Termination for Cause

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of notice. Newmen may suspend or terminate your access immediately upon notice for violations of the Acceptable Use Policy, suspected fraud, or security incidents.

11.4 Effect of Termination

Upon termination, your license to use the Services ceases immediately. Sections 4, 5, 7, 8, 9, 10, 12, and 13 survive termination. Newmen will delete Customer Data in accordance with our data retention practices within ninety (90) days of account closure.

12. Dispute Resolution

12.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Arbitration

Any dispute arising out of or relating to these Terms that cannot be resolved informally shall be finally settled by binding arbitration administered by JAMS under its Streamlined Arbitration Rules. The arbitration will be conducted in English in San Francisco, California. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.3 Class Action Waiver

YOU AND NEWMEN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ARBITRATION CLAUSE SHALL NOT APPLY TO THAT CLAIM.

12.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

13. General Provisions

13.1 Modifications

Newmen may update these Terms from time to time. We will notify you of material changes by posting a notice in the Console or by sending email to the address on your account. Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services.

13.2 Entire Agreement

These Terms, together with our Privacy Policy, Acceptable Use Policy, and any applicable order forms or subscription agreements, constitute the entire agreement between you and Newmen with respect to the Services and supersede all prior agreements and understandings, whether oral or written.

13.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

13.4 No Waiver

Newmen’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

13.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without Newmen’s prior written consent. Newmen may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. These Terms are binding on permitted successors and assigns.

13.6 Contact

For legal inquiries: legal@newmen.ai. For security disclosures: security@newmen.ai. Newmen AI, Inc., 548 Market St PMB 12345, San Francisco, CA 94104.