These Terms of Service ("Terms") govern your access to and use of the website, desktop application, and related services provided by Lucenus ("Lucenus," "we," "us," or "our") (together, the "Service"). By creating an account, installing our software, or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference.
1. Acceptance of terms
If you are using the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, in which case "you" refers to that entity. If you do not agree to these Terms, do not use the Service.
2. Definitions
- "Host" means an individual who installs the Lucenus application and makes spare computing capacity from their device available through the Service.
- "Enterprise Customer" means a business or organization that submits training jobs and pays for compute capacity through the Service.
- "Compute Unit" means the abstract unit of computational work Lucenus uses to size and price jobs, calculated from job characteristics such as file size and selected training intensity.
- "Job" means a training or computation task submitted by an Enterprise Customer and processed using capacity contributed by one or more Hosts.
- "Content" means any file, data, or material uploaded, submitted, or transmitted through the Service.
3. Eligibility & accounts
- You must be at least 18 years old and capable of forming a binding contract to use the Service.
- You must provide accurate, current information when creating an account and keep it up to date.
- You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately of any unauthorized use.
- One account per person or entity, unless we agree otherwise in writing.
4. Individual hosting program
This section applies if you use the Service as a Host.
- Your device, your control. You decide when hosting is active. You may pause or stop hosting at any time. We do not access your device or personal files beyond what is required to detect hardware capacity and execute assigned computation.
- No guaranteed earnings. Job availability, and therefore your earnings, depends on demand from Enterprise Customers and is not guaranteed. Payout rates may change with notice as described in Section 7.
- Your responsibility. You are solely responsible for your device, its electricity and internet costs, any wear from extended use, and for ensuring you have the right to use the device for this purpose (for example, that doing so does not violate an employer's policy, a lease agreement, or another party's rights).
- Accurate representation. You may not misrepresent your device's hardware capacity, attempt to fabricate completed work, or otherwise interfere with the scheduling or verification systems described in our documentation.
- Independent capacity. You provide computing capacity as an independent party, not as an employee, partner, or agent of Lucenus. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
5. Enterprise compute program
This section applies if you use the Service as an Enterprise Customer.
- Your Content, your responsibility. You represent and warrant that you own or have all necessary rights to any Content you upload, and that it does not violate any law, infringe any third party's rights, or contain malicious code.
- No content review guarantee. We may use automated checks but do not guarantee manual review of uploaded Content. You remain responsible for its legality and appropriateness.
- Personal data in your Content. If your Content contains personal data of individuals other than yourself, you are responsible for having a lawful basis to process that data and for entering into a data processing agreement with us if required by applicable law before uploading it. Contact us using the details in Section 16 to request one.
- How your Content is used. Content is used solely to execute the Job you submitted. Hosts contributing capacity to your Job are not given access to your Content beyond what is technically required to perform the assigned computation, and see only an anonymized identifier for your account.
- No outcome guarantee. We do not guarantee any particular training result, model accuracy, or fitness for a particular purpose from Jobs processed through the Service.
6. Software license (EULA)
Subject to your compliance with these Terms, Lucenus grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Lucenus desktop application on devices you own or control, solely for the purposes described in these Terms. You may not:
- Copy, modify, or create derivative works of the application, except as permitted by applicable law;
- Reverse engineer, decompile, or disassemble the application, except to the extent such restriction is prohibited by law;
- Redistribute, sublicense, rent, lease, or sell the application;
- Use the application to build a competing product or service;
- Circumvent or attempt to circumvent any security or verification mechanism in the application.
This license terminates automatically if you violate these Terms. Upon termination, you must uninstall and stop using the application.
7. Fees, payments & payouts
7.1 Enterprise Customer fees
- Fees for compute usage are calculated based on Compute Units consumed, at the rate displayed to you at the time of job submission.
- Fees are billed through our third-party payment processor. By submitting payment details, you authorize us to charge applicable fees.
- You are responsible for any taxes applicable to your use of the Service, other than taxes on our net income.
- Late or failed payments may result in suspension of pending or future Jobs until resolved.
7.2 Host payouts
- Hosts are paid based on the number of Compute Units their device completes, at the rate in effect at the time the work was completed. We may change payout rates prospectively with notice through the Service.
- Payouts are issued through our third-party payment processor, subject to any minimum payout threshold displayed in the Service.
- You are solely responsible for reporting and paying any taxes owed on your earnings. Where required by law, we will provide you with applicable tax forms (for example, Form 1099 in the United States) based on your earnings and jurisdiction.
- We reserve the right to withhold or reverse payouts associated with fraudulent activity, fabricated hardware claims, or violations of Section 4.
8. Cancellation & termination
- Cancellation by you. You may stop hosting, cancel pending Jobs (subject to charges already incurred for work completed), or close your account at any time through the Service or by contacting us.
- Effect of cancellation. Hosts remain entitled to payment for Compute Units completed prior to cancellation, subject to the minimum payout threshold. Enterprise Customers remain responsible for fees incurred for work completed prior to cancellation; fees for completed work are generally non-refundable except as required by applicable law or expressly stated at checkout.
- Termination by us. We may suspend or terminate your access to the Service, with or without notice, if we reasonably believe you have violated these Terms, engaged in fraudulent or abusive conduct, or if required by law. Where reasonably possible, we will provide notice and an opportunity to resolve the issue first.
- Survival. Sections concerning payment obligations, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution survive termination.
9. Intellectual property
Lucenus owns all right, title, and interest in and to the Service, including the website, application, and underlying software, excluding Content you provide. Enterprise Customers retain all rights to their uploaded Content and any models or outputs resulting from their Jobs. Hosts do not acquire any rights to Enterprise Customer Content or Job outputs by virtue of contributing computing capacity.
10. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. WE DO NOT WARRANT ANY LEVEL OF HOST EARNINGS OR ENTERPRISE JOB OUTCOME.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUCENUS AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID OR WERE PAID THROUGH THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) [INSERT AMOUNT, E.G. $100]. SOME JURISDICTIONS DO NOT ALLOW THESE LIMITATIONS, SO THEY MAY NOT APPLY TO YOU IN FULL.
12. Indemnification
You agree to indemnify and hold harmless Lucenus from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from your breach of these Terms, your Content, or your violation of any law or third-party right.
13. Governing law & disputes
These Terms are governed by the laws of [INSERT GOVERNING JURISDICTION], without regard to its conflict-of-law principles. [INSERT ANY ARBITRATION OR VENUE CLAUSE YOUR ATTORNEY RECOMMENDS.]
14. Changes to these terms
We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service before the changes take effect. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.
15. Miscellaneous
- Entire agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Lucenus regarding the Service.
- Severability. If any provision is found unenforceable, the remaining provisions remain in effect.
- No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
- Assignment. You may not assign these Terms without our consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
- Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
16. Contact us
Questions about these Terms can be sent to:
[INSERT LEGAL ENTITY NAME]
[INSERT ADDRESS]
[INSERT CONTACT EMAIL]