Public Offer

Effective date: 28 May 2026 · Last updated: 28 May 2026

This Public Offer (the “Offer”) is a legally binding contract between you (the “Customer”, “you”) and the operator of Sirius IDE (the “Provider”, “Sirius”, “we”). By creating an account, paying any invoice, or otherwise using the Service you accept this Offer in full and without reservation. If you do not agree, do not use the Service.

1. Definitions

• Service — the Sirius IDE desktop application, the Sirius web cabinet at sirius-ide.com, the Sirius API at api.sirius-ide.com, the documentation at docs.sirius-ide.com, and any associated tools, in each case as made available by the Provider from time to time.
• AI Agent — the proxy layer that forwards your prompts to one or more third-party large-language-model APIs and returns their output to you.
• Tokens — the metered unit of AI usage. One purchased plan grants a fixed monthly Token quota.
• Plan — a paid subscription described at /pricing.
• Account — the user record created during sign up at sirius-ide.com/register.

2. Subject of the Offer

The Provider grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for the Customer’s own internal purposes during the paid period, subject to this Offer.

The Sirius IDE desktop application is provided free of charge under the terms shipped with the binary. Payment under this Offer purchases only the Token quota of the AI Agent. Cancelling a Plan does not affect your right to keep using the free IDE.

3. Acceptance & capacity to contract

By accepting this Offer you confirm that you are at least 18 years old (or the age of majority in your jurisdiction, whichever is higher), that you have full legal capacity to enter into this contract, and that, if acting for an entity, you have authority to bind that entity.

4. Pricing, payment & currency

1. Current prices are listed at /pricing. Prices are quoted in US dollars (USD) and may be settled in cryptocurrency or other supported payment methods at the conversion rate displayed at checkout.
2. Payment is taken in advance for the upcoming billing period (monthly or yearly). The Service is activated only after the invoice is fully settled and confirmed on-chain (where applicable).
3. All transaction fees, network fees, gas, exchange spreads and bank commissions are borne by the Customer.
4. We may change prices at any time. Price changes apply to renewals and future purchases only; an already paid period is not re-priced.
5. The Provider does not store payment card details or wallet seeds. Payment processing is operated by independent third parties (e.g. BTCPay Server) under their own terms.

5. Activation & performance

The Service is deemed delivered and the corresponding obligation discharged at the moment the relevant Tokens or Plan period are credited to the Account. Where Tokens are consumed by the AI Agent, the corresponding portion of the Service is deemed irrevocably consumed at the time of each request.

6. No refunds — digital, consumable service

You expressly acknowledge that the Service is a digital, on-demand, consumable service delivered electronically and begins performance immediately upon payment. To the maximum extent permitted by applicable law you waive any statutory right of withdrawal, cooling-off period, or refund, including without limitation the rights commonly granted by EU Directive 2011/83/EU, UK Consumer Contracts Regulations 2013, and equivalent statutes.

Refunds are not available for: (a) Tokens already consumed; (b) any unused Token balance at the end of a billing period; (c) accounts closed for breach of this Offer; (d) inability to use the Service due to factors outside the Provider’s reasonable control, including third-party AI provider outages, payment network failures, your hardware or network, government action, or force majeure.

As a discretionary good-will measure the Provider may credit or move an unused balance to another Plan on written request to support, but is under no obligation to do so.

7. Acceptable use

You agree not to use the Service to:

• generate, store, transmit or solicit content that is illegal in your jurisdiction or the Provider’s jurisdiction, including child sexual abuse material, terrorism promotion, weapons of mass destruction, malware, or content infringing third-party rights;
• attempt to bypass quotas, rate limits, authentication, payment checks, or any technical protection measure;
• reverse engineer, decompile, scrape, mirror, or resell the Service or any output of the AI Agent in bulk (outside the seller programme described at /pricing);
• use the Service to train, fine-tune or benchmark a competing large-language-model product;
• use the Service in life-critical, medical, legal, financial advisory or safety-critical systems where AI error could cause death, personal injury, or material harm;
• impersonate another person, share an Account, or sell Account credentials.

We may suspend or terminate the Account immediately and without refund upon discovering any breach of this section, and may report unlawful activity to competent authorities.

8. AI output — no warranty

The AI Agent produces output probabilistically. Output may be incorrect, incomplete, biased, offensive, infringing, or otherwise unsuitable for your purpose. The Provider:

• makes no warranty of accuracy or fitness;
• does not guarantee that output is original or free from third-party intellectual-property claims;
• does not review output before delivery and is not the author of the output;
• may change, throttle, route to a different model, or temporarily disable AI features without notice.

You are solely responsible for reviewing, testing and accepting any AI output before using it in production, sharing it, or shipping software that contains it.

9. Intellectual property

All rights, title and interest in and to the Service, its source code, the Sirius brand, logos, documentation and underlying know-how belong exclusively to the Provider. Nothing in this Offer transfers any IP rights to you other than the limited licence in Section 2.

You retain ownership of your prompts and any output that copyright law in your jurisdiction recognises as yours; you grant the Provider a worldwide, royalty-free licence to process, store and route prompts and outputs solely as necessary to operate the Service and to enforce this Offer.

10. Third-party services

The AI Agent forwards prompts to third-party providers (for example OpenAI, Anthropic, Google, OpenRouter, or future providers chosen at our discretion). Their availability, models and terms can change at any time. The Provider is not liable for any third-party act, outage, change of policy, or loss of capability.

11. Availability, maintenance & force majeure

The Service is offered on an “as is” and “as available” basis. We do not commit to a service-level agreement unless one is signed separately in writing. We may schedule maintenance and brief outages without notice.

Neither party is liable for failure to perform caused by events beyond its reasonable control, including but not limited to: acts of war, terrorism, civil unrest, pandemics, natural disaster, blockchain re-organisations, cyber-attacks, sanctions, embargo, governmental order, ISP outage, hosting outage, third-party AI provider outage, or the unavailability of cryptography primitives.

12. Limitation of liability

To the maximum extent permitted by law:

• the Provider is not liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profit, revenue, data, goodwill or business opportunity, even if advised of the possibility;
• the Provider’s aggregate liability for any and all claims arising out of or in connection with the Service is limited to the lesser of (a) the amount actually paid by the Customer to the Provider in the three (3) months immediately preceding the event giving rise to the claim, and (b) USD 100;
• this cap applies in aggregate to all claims regardless of cause of action (contract, tort, statute, strict liability, or otherwise).

Some jurisdictions do not allow certain exclusions; in such cases the excluded liability is limited to the smallest amount permitted by applicable law.

13. Indemnification

You agree to defend, indemnify and hold harmless the Provider, its affiliates, contractors and employees from any claim, demand, loss, liability, damage or expense (including reasonable legal fees) arising from: (a) your use of the Service; (b) your violation of this Offer or of applicable law; (c) your violation of third-party rights; or (d) any content you submit to or generate via the Service.

14. Suspension & termination

We may suspend or terminate the Account at any time for breach of this Offer, abusive behaviour, fraud, suspected money laundering, sanctions risk, or to comply with law — with or without notice and without refund. You may stop using the Service at any time; termination does not waive accrued obligations.

15. Export, sanctions & eligibility

You confirm that you are not located in, and are not a national of, a country subject to a comprehensive embargo by the United States, the European Union or the United Kingdom, and that you do not appear on any restricted-party list (e.g. OFAC SDN, EU Consolidated List, UK OFSI). You will not export, re-export, or use the Service in breach of any sanctions or export-control law. The Provider may block or terminate access at any time on sanctions or legal grounds.

16. Privacy & data

Processing of personal data is described in the Privacy Policy, which is incorporated by reference into this Offer.

17. Changes

We may update this Offer at any time. The current version is always available at this URL with the “Last updated” date at the top. Continued use of the Service after a change constitutes acceptance of the updated Offer. If you do not accept the new version, your sole remedy is to stop using the Service.

18. Governing law & dispute resolution

This Offer is governed by the laws of England & Wales, excluding its conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Any dispute, controversy or claim arising out of or in connection with this Offer, including its existence, validity, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration (LCIA) under its Rules in force at the time of commencement. The seat of arbitration shall be London, United Kingdom. The language of arbitration shall be English. The tribunal shall consist of one arbitrator. The award shall be final and binding. Each party bears its own legal costs unless the tribunal decides otherwise.

Class-action waiver. You agree that any claim shall be brought in your individual capacity only and not as a plaintiff or class member in any purported class or representative proceeding. Arbitration shall not be consolidated with the claims of any other person without all parties’ written consent.

Notwithstanding the above, the Provider may seek injunctive or equitable relief in any competent court to protect its intellectual property, confidential information or to enforce payment obligations.

19. Notices

Notices to the Provider must be sent to legal@sirius-ide.com with a copy to support@sirius-ide.com. Notices to the Customer are sent to the email address registered on the Account and are deemed delivered when sent.

20. Miscellaneous

• Entire agreement. This Offer, the Terms, the Privacy Policy and any document expressly incorporated form the entire agreement and supersede any prior understanding.
• Severability. If any provision is held invalid, the remainder remains in full force; the invalid provision is replaced by a valid one closest in intent.
• No waiver. Failure to enforce a provision is not a waiver of future enforcement.
• Assignment. The Customer may not assign this Offer without our prior written consent; we may assign it freely as part of a corporate reorganisation or sale.
• No partnership. Nothing here creates an agency, partnership, employment or joint-venture relationship.
• Language. The authoritative version of this Offer is the English version. Any translation is for convenience only.

21. Contact

Operator: Sirius IDE. Email: legal@sirius-ide.com · Support: support@sirius-ide.com.

This document is a working draft prepared without bespoke legal counsel; consult a qualified lawyer in your jurisdiction before relying on it commercially.