The terms governing your use of the NadiAI Platform, Services, and all related products.
These Terms of Service constitute a legally binding agreement between you and NadiAI Inc. (together with its affiliates, "NadiAI", "we," "our" or "us") governing your use of and our website (the "Site") and the NadiAI platform (collectively with the Site, the "NadiAI Platform"), as further described in Section 1.
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "I AGREE" OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT OR ACCESSING OR USING THE NADIAI PLATFORM, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE NADIAI PLATFORM. These Terms are effective as of the date you first click "I agree" (or similar button or checkbox) or use or access the NadiAI Platform, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these terms of services; (ii) you have read and understand these terms of service; and (iii) you agree to these terms of service on behalf of the party that you represent. In such an event, "you" and "your" will refer and apply to your employer or such other legal entity.
Any personal data you submit to the NadiAI Platform or which we collect about you is governed by our Privacy Policy ("Privacy Policy"), available at https://nadiai.ai/privacy. You acknowledge that by using the NadiAI Platform you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this "Agreement."
PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND NADIAI CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 13). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
The NadiAI Platform is a web-based, software platform developed to enable better information sharing among investors, limited partners, fund managers, and portfolio companies related to environmental, social, and governance (ESG) trends and metrics. "Users" are individuals, businesses, entities and/or investment funds who purchase a subscription from NadiAI to use the NadiAI Platform for its own diligence and compliance purposes (the "Services").
Your use of the Services is subject to a valid subscription, pursuant to the terms of the online registration page or a separate agreement or order form (each an "Order Form"), or subject to certain free evaluation terms that NadiAI may make available from time to time. NadiAI may make the Service or any part of it available to you on an evaluation basis until the earlier of (i) the end of the applicable evaluation period pursuant to an Order Form, (ii) your purchase of a Service subscription, or (iii) any termination of the evaluation by NadiAI for any reason, or for no reason at all, by sending you a termination notice with immediate effect.
You must register with NadiAI and create an account to use the NadiAI Platform (an "Account") and as part of that process you will be requested to provide certain information, including without limitation your name, full address, phone number and email address. By using the NadiAI Platform, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by NadiAI for accessing the NadiAI Platform. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. NadiAI has no control over the use of any User's Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact NadiAI immediately.
The person signing up for the NadiAI Platform will be the contracting party ("Account Owner") for the purposes of these terms of service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the NadiAI Platform; provided, however, that if you are signing up for the NadiAI Platform on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these terms of service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.
By providing your mobile phone number and using the NadiAI Platform, you hereby affirmatively consent to NadiAI's use of your mobile phone number for calls and recurring texts, (including with an autodialer and/or prerecorded voice) in order to, among other things: (i) perform and improve upon the NadiAI Platform; (ii) facilitate the carrying out our services; and (iii) provide you with information and reminders regarding your registration, changes and updates, service outages or alterations. NadiAI will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your Account settings on the Site, texting "STOP" in response to any texts, or by emailing support@nadiai.ai and specifying you want to opt-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing support@nadiai.ai and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.
Payment and any other expenses must be paid in the manner indicated on the NadiAI Platform, which shall include the use of third party payment processing systems (the "PSP"). You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the "PSP Services Agreement"). By accepting these Terms of Service, each User agrees that they have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that NadiAI is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that NadiAI has no obligations, responsibility or liability to any User or any other party under the PSP Services Agreement.
All prices and fees displayed on the NadiAI Platform are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future ("Taxes"). Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time of a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
NadiAI Hub membership purchases are processed through Stripe. When you subscribe, you authorize us to charge your payment method on a recurring basis according to your selected plan.
You may cancel your NadiAI Hub membership at any time via your account settings. Cancellation will stop future billing, but no refunds will be issued for payments already processed — including partial subscription periods.
All purchases are final. No refunds will be provided.
This clause applies regardless of usage levels or early cancellation. By subscribing, you acknowledge and agree to this refund policy.
"AI Content" is defined as Output generated and returned by AI Functions where User Generated Content is provided for use with AI Functions.
"AI Functions" is defined as features and capabilities offered as part of the Services that utilize artificial intelligence, machine learning or similar technologies developed by NadiAI and/or NadiAI's third-party providers. NadiAI and such third party providers exclusively own all right, title, and interest in and to the AI Functions, including all associated intellectual property rights.
"Content" is defined as User Generated Content and Output, together.
"Output" is defined as the response generated by the Services in response to the receipt of User Generated Content.
"User Generated Content" is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the NadiAI Platform and its Users, including without limitation diligence information and data in response to other User requests. When you provide User Generated Content for use with AI Functions, you will receive Output generated and returned by the AI Functions.
You agree that you are solely responsible for the User Generated Content sent or transmitted by you or displayed or uploaded by you in using the Services and for compliance with all laws applicable to the User Generated Content, including, but not limited to, any laws requiring you to obtain the consent of a third party to use the User Generated Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the User Generated Content to the Services and that such use does not violate or infringe on any rights of any third party. Under no circumstances will NadiAI be liable in any way for any: (a) User Generated Content that is transmitted or viewed while using the Services; (b) errors or omissions in the User Generated Content; or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to User Generated Content. Although NadiAI is not responsible for any User Generated Content, NadiAI reserves the right to delete any User Generated Content, at any time without notice to you, if NadiAI becomes aware that it violates any provision of this Agreement or any law. You retain copyright and any other rights you already hold in User Generated Content.
NadiAI acts merely as a passive conduit for your online distribution and publication of your User Generated Content. You authorize NadiAI and its third-party providers to process your User Generated Content to provide you with AI Content. You agree that NadiAI may use subprocessors to conduct the AI Functions that will generate AI Content to you. You acknowledge and agree that NadiAI:
You hereby represent and warrant to NadiAI that your User Generated Content (i) will not be fraudulent, false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not misrepresent your identity or affiliation with any entity or organization or impersonate any other person; (vii) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (viii) will not represent you being employed or directly engaged by or affiliated with NadiAI or purport you to act as a representative or agent of NadiAI; and (ix) will not create liability for NadiAI or cause NadiAI to lose (in whole or in part) the services of its ISPs or other suppliers.
By making available any User Generated Content through the NadiAI Platform, you hereby grant to NadiAI a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, access, view, copy, reproduce, prepare derivative works of, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Generated Content on, through or by means of the NadiAI Platform, including processing, storing, and otherwise using AI Content to further train, develop, enhance, and improve the Services and the AI Functions. In addition to the uses set forth above, we may also use anonymized, aggregate usage and system data from the Services and AI Functions for any business purpose. You expressly acknowledge and agree that we may share your User Generated Content with third party services, including, but not limited to, OpenAI, L.L.C., and that we expressly disclaim any and all liability in connection therewith. NadiAI has no obligation to report on use of the User Generated Content, except as set forth in Section 10 (Confidential Information).
We do not claim any ownership rights in any such User Generated Content and, subject to the terms of this Agreement, nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such Content and posting your User Generated Content.
We make no representations or warranties with respect to the accuracy of the Output, and you should not rely on any Output including, without limitation, Output that purports to provide legal, medical or financial advice, without independently confirming their accuracy.
The Output generated by the Services may be similar or identical to the Output generated by the Services for other Users. You acknowledge that you have no right, title or interest in or to Output that the Services generate for other Users.
You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.
You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the NadiAI Platform; (ii) you will act professionally and responsibly in your interactions with other Users; and (iii) when using or accessing the NadiAI Platform, you will act in accordance with any applicable local, state, or federal law or custom and in good faith.
You agree not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the NadiAI Platform or Services, other than Content, in any medium other than as allowed by the NadiAI Platform and these terms of service; (ii) using any automated system (other than any functionalities of the NadiAI Platform), including without limitation "robots," "spiders," "offline readers," etc., to access the NadiAI Platform; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the NadiAI Platform; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the NadiAI Platform; (viii) infringing upon or violate our intellectual property rights or the intellectual property rights of others; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) harassing, insulting, harming, abusing, defaming, abusing, harassing, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the NadiAI Platform or staff member of NadiAI; (xi) interfering with or any activity that threatens the performance, security or proper functioning of the NadiAI Platform; (xii) uploading or transmitting viruses or any other type of malicious code; (xiii) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the NadiAI Platform; (xiv) bypassing the security features or measures we may use to prevent or restrict access to the NadiAI Platform, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the NadiAI Platform or the content therein; (xv) attempting to access unauthorized Accounts or to collect or track the personal information of others; (xvi) using the NadiAI Platform for any purpose or in any manner that infringes the rights of any third party; (xvii) using the Services to develop any products or services that competes with the NadiAI Platform or Services, including to develop or train any artificial intelligence or machine learning algorithms or models; or (xviii) encouraging or enabling any other individual to do any of the foregoing.
You hereby warrant and represent that, other than as fully and promptly disclosed to NadiAI as set forth below, you do not have any motivation, status, or interest which NadiAI may reasonably wish to know about in connection with the NadiAI Platform, including without limitation, if you are using or will or intend to use the NadiAI Platform for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to NadiAI in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the NadiAI Platform.
In NadiAI's sole discretion, Users may be subject to a vetting process before they can register for and during their use of the NadiAI Platform, including but not limited to a verification of identity through third-party services as appropriate ("Identity Checks"). Although NadiAI may perform Identity Checks, NadiAI is not required to do so and cannot confirm that each User is who they claim to be. NadiAI cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through the NadiAI Platform. NadiAI has discretion to include or exclude potential Users based off of vetting process results.
When interacting with other Users, you should exercise caution and common sense to protect your personal data, just as you would when interacting with other persons whom you don't know. NadiAI will not be liable for any false or misleading statements made by Users of the NadiAI Platform. NEITHER NADIAI NOR ITS AFFILIATES, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, LICENSORS, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS "NADIAI AND AFFILIATES") IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE NADIAI PLATFORM AND YOU HEREBY RELEASE NADIAI AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE NADIAI PLATFORM.
Unless otherwise agreed to in writing between you and NadiAI, either party may terminate these terms of service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the NadiAI Platform to do so (if applicable and available) or by written notice to support@nadiai.ai. After cancellation, you will no longer have access to your Account, your profile or any other information through the NadiAI Platform. The provisions of these terms of service which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the any termination of these terms of service and any termination of your use of or subscription to the NadiAI Platform and shall continue to apply indefinitely.
We reserve the right to refuse the NadiAI Platform to anyone for any reason at any time. NadiAI may terminate or limit your right to use the NadiAI Platform in the event that we are investigating or believe that you have breached any provision of this Agreement, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If NadiAI terminates or limits your right to use the NadiAI Platform pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
Even after your right to use the NadiAI Platform is terminated or limited, this Agreement will remain enforceable against you. NadiAI reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 13 of these Terms of Service.
NadiAI reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the NadiAI Platform at its sole discretion. NadiAI is not liable to you for any modification or discontinuance of all or any portion of the NadiAI Platform. NadiAI has the right to restrict anyone from completing registration as a User if NadiAI believes such person may threaten the safety and integrity of the NadiAI Platform, or if, in NadiAI's discretion, such restriction is necessary to address any other reasonable business concern.
Following the termination or cancellation of your Account, we reserve the right to delete all your data, including any User Generated Content, in the normal course of operation. Your data cannot be recovered once your Account is terminated or cancelled.
The NadiAI Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by NadiAI or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the NadiAI Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. NadiAI does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that NadiAI is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that NadiAI has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the NadiAI Platform at its sole discretion.
The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. NadiAI expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the NadiAI Platform. You hereby agree to hold NadiAI harmless from any liability that may result from the use of links that may appear on the NadiAI Platform.
As part of the functionality of the NadiAI Platform, you may link your Account with online accounts you may have with third-party service providers (such as Google or LinkedIn or OpenAI) (each such account, a "Third-Party Account") by either: (i) providing your Third-Party Account login information through the NadiAI Platform; or (ii) allowing NadiAI to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to NadiAI and/or grant NadiAI access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating NadiAI to pay any fees or making NadiAI subject to any usage limitations imposed by such third-party service providers. By granting NadiAI access to any Third-Party Accounts, you understand that: (1) NadiAI may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "SNS Content") so that it is available on and through the NadiAI Platform via your Account, including without limitation any friend lists; and (2) NadiAI may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your Account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the NadiAI Platform. Please note that if a Third-Party Account or associated service becomes unavailable or NadiAI's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the NadiAI Platform. You will have the ability to disable the connection between your Account on the NadiAI Platform and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. NadiAI makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and NadiAI is not responsible for any SNS Content.
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively "Proprietary Material") that Users see or read through the NadiAI Platform is owned by NadiAI, excluding User Generated Content, which Users grant NadiAI a license to use pursuant to Section 5. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. NadiAI owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the NadiAI Platform without NadiAI's express prior written consent and, if applicable, the holder of the rights to the User Generated Content.
Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of NadiAI and, if applicable, the holder of the rights to the User Generated Content.
The service marks and trademarks of NadiAI, including without limitation NadiAI and NadiAI logos, are service marks owned by NadiAI. Any other trademarks, service marks, logos and/or trade names appearing via the NadiAI Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the NadiAI Platform, including without limitation about how to improve our services or our products ("Feedback"). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place NadiAI under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, NadiAI does not waive any rights to use similar or related Feedback previously known to NadiAI, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property.
Subject to the terms and conditions hereof, you are hereby granted a limited, nonexclusive, nontransferable, freely revocable, license to access and use the NadiAI Platform. We may terminate this license at any time for any reason or no reason. The NadiAI Platform and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, reports generated by the NadiAI Platform, and copyrights (the "NadiAI Content"), and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of NadiAI or, as applicable, its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, publicly distribute, publicly transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the NadiAI Platform. Use of the NadiAI Content or materials on the NadiAI Platform for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
NadiAI respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the NadiAI Platform infringe upon your copyright or other intellectual property right, please send the following information to NadiAI's Copyright Agent at support@nadiai.ai:
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of NadiAI and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the NadiAI Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify NadiAI in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to NadiAI upon termination of this Agreement for any reason whatsoever.
The term "Confidential Information" shall mean any and all of NadiAI's trade secrets, confidential and proprietary information, and all other information and data of NadiAI that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to NadiAI or NadiAI's business, operations or properties, including information about NadiAI's staff, Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
THE NADIAI PLATFORM, SERVICES, AND OUTPUTS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NADIAI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE NADIAI PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE NADIAI PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE NADIAI PLATFORM, SERVICES, OR OUTPUT, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
NADIAI DOES NOT MAY ANY WARRANTY REGARDING THE RESULTS OBTAINABLE FROM USING AI FUNCTIONS OR THE ACCURACY OR SUITABILITY FOR YOUR NEEDS OF ANY INFORMATION (INCLUDING, BUT NOT LIMITED TO, MATERIALS, CONTENT, DESIGNS, OR OTHER DATA) OBTAINED THROUGH AI FUNCTIONS. YOU UNDERSTAND AND AGREE THAT ANY SUCH INFORMATION OBTAINED THROUGH USING AI FUNCTIONS IS AT YOUR SOLE RISK. DO NOT RELY ON FACTUAL ASSERTIONS IN OUTPUT WITHOUT INDEPENDENT FACT-CHECKING. DO NOT RELY ON INFORMATION, CONTENT, MATERIALS, OR DESIGNS IN OUTPUT WITHOUT INDEPENDENT REVIEW FUNCTIONALITY AND SUITABILITY FOR YOUR NEEDS. NO SUCH INFORMATION, SUGGESTIONS, OR OUTPUT, OBTAINED BY YOU FROM NADIAI OR THROUGH AI FUNCTIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
UNDER NO CIRCUMSTANCES WILL NADIAI AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY NADIAI, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE NADIAI PLATFORM, SERVICES, OR OUTPUT EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT NADIAI AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO NADIAI DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
You hereby agree to indemnify, defend, and hold harmless NadiAI and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the "Indemnified Parties") from and against any and all liabilities incurred in connection with: (i) your use or inability to use the NadiAI Platform, Services, or Output; (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party; and (iv) any content submitted by you or using your Account to the NadiAI Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. NadiAI reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of NadiAI.
PLEASE READ THIS SECTION CAREFULLY—IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND NADIAI CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND NADIAI TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
You agree that, in the event any dispute or claim arises out of or relating to your use of the NadiAI Platform, you will contact us at support@nadiai.ai and you and NadiAI will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a "Dispute" as defined below. Except for the right to seek injunctive or other equitable relief described under the "Binding Arbitration" section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise.
You and NadiAI agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the NadiAI Platform (collectively "Disputes") will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and NadiAI both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against NadiAI in "small claims" court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.
You and NadiAI agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and NadiAI both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and NadiAI agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person's claims and may not preside over any form of class action proceeding.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).
A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
Unless you and NadiAI agree otherwise, the seat of the arbitration shall be in San Francisco, California. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and NadiAI submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.
The arbitrator shall apply Delaware law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the "Disclaimers and Limitations of Liability" section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant's individual claim.
Each party's responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
Except as provided in Section 14 or expressly provided in writing otherwise, this Agreement and your use of the NadiAI Platform will be governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Delaware law to interpret this Agreement.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
Failure by NadiAI to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and NadiAI with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the "Class Action Waiver" in Section 14, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of NadiAI, its successors and assigns.
NadiAI reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these terms of service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the NadiAI Platform or any content or information through the NadiAI Platform at any time, effective with or without prior notice and without any liability to NadiAI. NadiAI will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the NadiAI Platform. Your continued use of the NadiAI Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. NadiAI may also impose limits on certain features or restrict your access to part or all of the NadiAI Platform without notice or liability.
None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.
You consent to receive any agreements, notices, disclosures and other communications (collectively, "Notices") to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.
You are strictly prohibited from performing, or attempting to perform, any penetration testing, vulnerability scanning, security probing, stress testing, bypassing of security or authentication, reverse engineering, scraping, or other interference with any system, network, application, API, or infrastructure owned or operated by NadiAI Inc. without prior written authorization from an authorized NadiAI representative. Publication of a support or security email address does not constitute permission to test our systems.
Any unauthorized access, testing, or interference is a material breach of these Terms and may violate applicable law, including the U.S. Computer Fraud and Abuse Act (18 U.S.C. § 1030) and similar state computer-crime statutes (for example, the California Comprehensive Computer Data Access and Fraud Act, Cal. Penal Code § 502). NadiAI reserves all rights to (a) suspend or terminate access, (b) seek injunctive relief, damages, and recovery of attorneys' fees, and (c) refer suspected unlawful activity to law-enforcement authorities.
If you believe you have identified a potential vulnerability, immediately stop testing and report it responsibly to security@nadiai.ai with a concise description and non-destructive proof-of-concept. Do not attempt to exploit, download, or disclose any data.
When you install and use the NadiAI Prompt Guard Extension, we collect and process limited data to provide compliance, security, and productivity features.
You may request deletion of your data by contacting your organization administrator.
If you have any questions about these Terms of Service or about the NadiAI Platform, please contact us by email at support@nadiai.ai.
NadiAI, Inc. · 6701 Koll Center Parkway, Suite 250, Pleasanton, CA 94566 · +1 510-683-0690 · support@nadiai.ai