Terms of Service - Nous AI for Business

1. Definitions

For the purposes of these Terms, the following definitions apply:

"Services" means the software platform, APIs, applications, and related services provided by Nous AI.
"Customer Data" means all data, content, and information submitted, uploaded, or processed through the Services by or on behalf of Customer.
"Confidential Information" means non-public, proprietary information disclosed by one party to the other.
"Subscription Agreement" means the separate agreement detailing your specific service plan, pricing, and commercial terms.
"Authorised Users" means your employees, contractors, and agents who are authorised to use the Services on your behalf.

2. Licence and Access Rights

Subject to compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for your internal business purposes.

You agree not to:

Rent, lease, sub-license, sell, resell, transfer, or commercially exploit the Services without our explicit written permission.
Copy, reproduce, modify, distribute, or create derivative works based on the Services without our explicit written permission.
Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of our platform or software.
Use the Services to store or transmit malicious code, viruses, or harmful software.
Attempt to gain unauthorised access to Nous AI's systems or disrupt the integrity or performance of the Services.
Use the Services to copy features or functions of the Services, or to build similar or competitive products or services.

3. Acceptable Use Policy

You agree to use the Services in compliance with all applicable laws and regulations. You shall not use the Services to:

Generate, distribute, or facilitate harmful, illegal, or offensive content.
Violate any person's privacy, intellectual property, or other rights.
Engage in activities that could damage, disable, or impair the Services.
Attempt to circumvent usage limits or security measures.
Use the Services for any unlawful purpose or in violation of any local, state, national, or international law.

4. Your Responsibilities

You agree to:

Provide accurate, current, and complete information during registration and subscription.
Maintain the confidentiality and security of your login credentials and restrict access to your authorised users only.
Promptly notify us if you become aware of any unauthorised access or security breach regarding your account or the Services.
Comply with all applicable laws, regulations, and industry standards when using our Services.
Ensure that all Customer Data submitted to the Services is lawfully obtained and that you have all necessary rights and permissions to process such data.

5. Service Availability and Modifications

We strive to maintain high service availability, though temporary interruptions may be necessary for maintenance, security updates, or system improvements. We may perform scheduled maintenance with reasonable advance notice and may make modifications to the Services to improve functionality, security, or compliance.

We reserve the right to suspend access to the Services if necessary to protect the security or integrity of our systems or to comply with legal requirements.

6. Intellectual Property Rights

All intellectual property rights, including but not limited to copyrights, trademarks, patents, software, databases, documentation, and trade secrets related to our Services, website, and platform, remain exclusively vested in us or our licensors.

No rights, title, or interests in our intellectual property are transferred to you, except for the limited licence expressly granted under these Terms. You agree not to infringe or challenge our ownership rights in any manner.

You retain all rights in your Customer Data. By using the Services, you grant us a limited licence to process your Customer Data solely to provide the Services to you.

7. Fees and Payment Terms

Fees for our Services are detailed in your Subscription Agreement. All payments are payable in the currency specified in your Subscription Agreement. If no currency is specified, the fees shall be paid in British Pound Sterling (£ GBP), exclusive of VAT and any applicable taxes unless otherwise stated.

Payment terms are within 14 days of invoice date unless otherwise agreed in writing. Late payments may incur interest at a rate of 1.5% per month (18% per annum). We reserve the right to suspend or terminate your access to our Services if payment is overdue by more than 30 days.

8. Data Protection and Privacy

We process personal data in compliance with applicable data protection and privacy laws, including the General Data Protection Regulation (GDPR), UK GDPR, California Consumer Privacy Act (CCPA), and other relevant local privacy regulations.

Please refer to our Privacy Policy (available on our website), which forms an integral part of these Terms and outlines how we collect, use, protect, and disclose personal data. By using our Services, you confirm you have reviewed and agreed to our Privacy Policy.

You warrant that you have obtained all necessary consents or have a lawful basis to provide us with any personal data you supply in connection with your use of our Services.

9. Confidentiality

Both parties agree to maintain strict confidentiality regarding any confidential information exchanged during the provision or receipt of the Services, except as required by law or with prior written consent from the disclosing party.

10. Warranties and Disclaimers

The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, we make no warranty or guarantee of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all warranties including, without limitation, any implied warranties of title, merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that the Services will be error-free, uninterrupted, or free from defects. However, we will use commercially reasonable efforts to minimise service disruptions and resolve any reported issues in a timely manner.

11. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from your use of the Services, violation of these Terms, or infringement of third-party rights through your Customer Data.

We will indemnify you against claims that our Services infringe third-party intellectual property rights, provided you promptly notify us and allow us to control the defence.

12. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, consequential, punitive, or special damages, including loss of profits, revenue, data, goodwill, or business opportunities arising from or related to the Services or these Terms.

Our total aggregate liability to you arising under or in connection with the Services or these Terms, whether in contract, tort (including negligence), or otherwise, shall be limited to the fees paid by you in the preceding twelve (12) month period prior to the event giving rise to the liability.

Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability which cannot be legally excluded or limited under applicable law.

13. Termination

Either party may terminate your Subscription Agreement or access to our Services in accordance with the conditions set out in your Subscription Agreement or by providing at least 30 days' written notice to the other party.

We reserve the right to immediately suspend or terminate your access without notice if you materially breach any provision of these Terms, fail to pay overdue fees, or if required by law.

Upon termination, your rights to access and use our Services will cease immediately. We will provide you with reasonable assistance to export your Customer Data for a period of 30 days following termination, subject to payment of applicable fees.

All provisions of these Terms which by their nature should survive termination, including confidentiality, intellectual property, data protection, limitation of liability, and governing law, shall survive termination.

14. Export Control and Compliance

You acknowledge that the Services may be subject to export control laws and regulations. You agree to comply with all applicable export control laws and will not use the Services in violation of any such laws or regulations.

15. Amendments to Terms

We reserve the right to amend or update these Terms from time to time. We will notify you of any material changes by email to your registered email address 30 days before the changes take effect. You can always find our current Terms posted on our website. If you don't agree with the updated Terms, you may terminate your Subscription Agreement without penalty by providing us with written notice within 30 days of receiving our notification of changes. Your continued use of our Services after the effective date of the changes constitutes acceptance of the updated Terms.

16. Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, government acts, pandemics, natural disasters, or network outages.

17. Dispute Resolution

The parties agree to attempt to resolve any disputes through good faith negotiations before pursuing formal legal proceedings. If direct negotiations fail, disputes may be submitted to mediation before proceeding to litigation.

18. Governing Law and Jurisdiction

These Terms and any disputes or claims arising out of or relating to them shall be governed by and construed in accordance with the laws of England and Wales.

Both parties agree to submit exclusively to the jurisdiction of the courts of England and Wales.

19. General Provisions

Entire Agreement: These Terms, together with your Subscription Agreement and our Privacy Policy, constitute the entire agreement between you and us regarding the Services and supersede all prior understandings, agreements, or communications.
Severability: If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may freely assign or transfer our rights and obligations under these Terms.
No Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of any future enforcement of that provision or any other provision.

20. Contact Information

If you have any questions or concerns regarding these Terms, please contact us at:

Nous AI Ltd
71-75 Shelton Street, Covent Garden
London, WC2H 9JQ
United Kingdom
Email: legal@nousai.com