Welcome to portal.nousresearch.com. These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Nous Research Services”).

The Nous Research Services are offered to you subject to your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms of Service), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at portal.nousresearch.com/privacy), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the Nous Research Services (collectively, the “Terms”). When accepted by you, these Terms form a legally binding contract between you and Nous Research (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

You must be 13 years or older to use the Nous Research Services. If you are between the ages of 13 and 18, you may use the Nous Research Services only with the appropriate permission and under their direct supervision of a parent or legal guardian who is the owner of the Account (as defined below), and that parent or legal guardian is responsible for their and your compliance with these Terms of Service. Furthermore, all financial information on the account, such as credit card credentials, must be that of the parent or legal guardian. If you are under 13, you are not permitted to use the Nous Research Services.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE NOUS RESEARCH SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE NOUS RESEARCH SERVICES.

PLEASE NOTE THAT SECTION 18 OF THE TERMS BELOW CONTAINS A BINDING ARBITRATION AGREEMENT. BY AGREEING TO THE TERMS, YOU AND WE AGREE TO SUBMIT ANY DISPUTES BETWEEN US EXCLUSIVELY TO INDIVIDUAL ARBITRATION.

Nous Research may, in its sole discretion, elect to suspend or terminate access to, or use of the Nous Research Services to anyone who violates these Terms.

If you register for a free trial of the Nous Research Services, the applicable provisions of these Terms will govern that free trial.

1. Definitions

Account:

the primary means for accessing and using the Nous Research Services, subject to payment of a Fee designated in the selected Plan.

Authorization:

the set of rights and privileges on the Web Site assigned to a User by you.

Client:

a natural or legal person who has accepted these Terms with Nous Research.

Your Data:

files and any other digital data and information, which is subjected to the Nous Research Services or otherwise inserted to the System by you (including the specific Users, persons, Organizations, partners, associated with you).

Content:

any data and information available through Nous Research Services or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments.

Fee:

regular payment for using the activated Account.

Free Trial:

temporary access for the purposes of trying out the Web Site and Nous Research Services in accordance with any selected Plan without paying a Fee.

Guidelines:

additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Nous Research Services.

Organization:

legal persons (such as companies) and other entities that are partners or potential partners of a Client.

Nous Research Materials:

the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel,” organization, compilation of the content, code, data, and all other elements of the Nous Research Services.

Nous Research:

Nous Research, Inc., a corporation established under the laws of the State of Delaware (United States of America).

Plan:

various criteria related to the use and functionality of the Nous Research Services and on which the Fee is based.

Platform:

the Nous Portal application; the Nous Inference API; the Nous Forge application; the Nous Research chat interface available at http://hermes.nousresearch.com/; and the Nous Research merchandise store available at http://shop.nousresearch.com/.

Special Terms:

any particulars, specifications and conditions by which you and we have agreed to deviate from these Terms.

System:

the integrated cloud computing solution for providing the Nous Research Services, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith.

User:

a natural person granted with the Authorization to use the Account on behalf of a Client.

Web Site:

the compilation of all web documents (including images, php and html files) made available via www.nousresearch.com or its subdomains or domains with identical names under other top domains and owned by Nous Research (including without limitation http://hermes.nousresearch.com/ and http://shop.nousresearch.com/).

2. Authority to Enter Into These Terms with Nous Research

The use of the Nous Research Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client (including you), a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs first:

1. The person has received the confirmation of the creation of the Account and necessary credentials from Nous Research in order to log in to his/her/its Account; or
2. For those Nous Research Services and parts of the Web Site the use of which is not dependent on creating an Account, upon gaining access to such services.

You may not, without Nous Research's prior written consent, access the Nous Research Services (i) for production purposes, (ii) if you are a competitor of Nous Research, (iii) to monitor the availability, performance or functionality of the Nous Research Services or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

3. Modifications to Terms

Nous Research reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Nous Research Services. Please check these Terms periodically for changes. Your continued use of the Nous Research Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Nous Research Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Nous Research will be governed by the Terms in effect at the time such dispute arose.

4. Our Responsibilities

4.1. Provision of Nous Research Services.

Nous Research will (a) make the Nous Research Services and Content available to you pursuant to these Terms, (b) provide applicable standard support for the Nous Research Services to you at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Nous Research Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Nous Research shall attempt to give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond Nous Research's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

4.2. Protection of Your Data.

Nous Research will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Nous Research personnel except (a) to provide the Nous Research Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as you expressly permit in writing, including pursuant to these Terms.

5. Using the Nous Research Services

5.1 Establishing an Account.

Certain features, functions, parts or elements of the Nous Research Services can be used or accessed only by holders of an Account. If you wish to create an Account, you must:

1. complete the sign-up form on the Web Site; and
2. accept these Terms by clicking “Sign up” or other similar button.

Each Client may have only one Account. If several persons need to use an Account on your behalf, you must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms, and you will be responsible for each User's compliance with these Terms.

If you have designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of you when using your Account. Nous Research is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Nous Research may, in its discretion, request additional information or proof of the User's credentials. If Nous Research is not certain if a User has been granted Authorization, Nous Research may, in its sole discretion, prevent such User from accessing the Nous Research Services. You are finally responsible and liable for all activity that occurs on or through your Account, whether or not Nous Research suspected that the activity occurred by a User without Authorization.

A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

You and any User associated with your Account must provide Nous Research with true, accurate, current, and complete information about you, your Users or your Account and keep such information up to date.

5.2 Logging Into an Account.

Nous Research shall provide you with a username and password (“Login Credentials”) to be used to log in to your Account, unless you use the single sign-on feature or another service to log in. These Login Credentials must not be used by multiple persons. If you have designated several Users, each User will be provided with separate Login Credentials. You and each of your Users are responsible for keeping confidential all Login Credentials associated with your Account. You must promptly notify Nous Research:

1. of any disclosure, loss or unauthorized use of any Login Credentials;
2. of a User's departure from your organization;
3. of a change in a User's role in your organization; and
4. of any termination of a User's Authorization for any reason.

5.3 Termination of Account.

You may terminate these Terms at any time as provided in Section 17. Nous Research shall permanently delete your Account within six months of the effective date of the termination.

5.4 Fees.

The use of an Account is subject to a Fee. Upon sign-up for an Account, you must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between you and us. All Fees are non-refundable. Without limiting the foregoing, there are no refunds or credits for periods where you did not use your Account, used it only partially, or deactivated your Account or terminated these Terms during an ongoing payment interval. If, after signing up, you elect to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless otherwise stated herein. You are solely responsible for the payment of such taxes, levies or duties.

5.5 Changing Plans.

You have the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans made available by Nous Research. In such an event, your credit card on file with Nous Research will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan.

Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of Your Data.

5.6 Free Trial.

You may be entitled to a Free Trial, unless you have applied for the Account as a result of an ongoing marketing campaign organized by Nous Research in co-operation with its partners. You are not required to provide any credit card information during the period of Free Trial. If the period of Free Trial has expired, your Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, you are required to select a suitable Plan and pay the first Fee. If you do not pay the first Fee within 2 weeks as of the expiry of the Free Trial, Nous Research has the right to permanently delete the Account, including all Your Data therein.

In addition to the current collection of Plans, Nous Research may offer special discounts and motivation schemes (for example, finder's fees, etc.).

6. Payment

The following provisions are applicable only if you purchase access to the Nous Research Services directly from Nous Research.

6.1 Payment Card Authorization.

Nous Research may seek pre-authorization of your payment card account prior to your purchase of Nous Research Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described herein, and authorize Nous Research to charge all sums described in these Terms to such card account. You agree to provide Nous Research updated information regarding your payment card account upon Nous Research's request and any time the information earlier provided is no longer valid.

6.2 Direct Debit Payments.

In some markets Nous Research may, if you wish to enable direct debit payments, request that you complete a direct debit mandate. In such cases Nous Research shall comply with all applicable national rules and regulations related to direct debit payments.

6.3 Electronic Invoice.

If Nous Research has not sought pre-authorization of your payment card, then before the end of each payment interval, you will be issued an electronic invoice for payment of the Fee of the next payment interval. You must pay the invoice by the due date indicated on the invoice.

6.4 Overage Charges.

Upon delay with any payments, Nous Research may require you to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due shall be 1% per month; provided, however, if any interest paid to Nous Research is determined to be in excess of the then-legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of amounts owing under Section 6.2. Upon calculation of the penalty for late payment, one year shall be deemed to contain three hundred and sixty-five (365) calendar days.

7. Your Data

7.1 Uploading Your Data to the Platform.

If you upload Your Data to the Platform, Your Data and any processing of Your Data will be in compliance with these Terms and applicable law. All rights, title and interest in and to Your Data belong to you or any applicable third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Nous Research Services by Nous Research. By uploading Your Data to the Platform, you authorize Nous Research to process Your Data. You are responsible for ensuring that:

1. you, and any of your Users, do not create, transmit, display or make otherwise available any of Your Data that violates the terms of these Terms, the rights of Nous Research, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, hateful or otherwise unlawful; and
2. you, and all of your Users, have the necessary rights to use Your Data, including to insert it into the Platform and process it by means of the Account.

7.2 No Guarantee of Accuracy.

Nous Research does not guarantee any accuracy with respect to any information contained in any of Your Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Nous Research Services. You understand that all information contained in Your Data is the sole responsibility of the person from whom Your Data originated. This means that you, and not Nous Research, are entirely responsible for Your Data, as well as for any actions taken by Nous Research or other Clients or Users as a result of such Your Data.

7.3 Unlawful Your Data.

Nous Research is not obliged to pre-screen, monitor or filter Your Data or acts of its processing by you in order to discover any unlawful nature therein. However, if Your Data or the action of its processing is discovered to be unlawful or brought to the attention of Nous Research or if there is reason to believe that certain of Your Data is unlawful, Nous Research has the right to:

1. notify you of such unlawful Your Data;
2. deny its publication on the Web Site or its insertion to the System;
3. demand that you bring the unlawful elements of Your Data into compliance with these Terms and applicable law;
4. temporarily or permanently remove the unlawful elements of Your Data from the Web Site or Account, restrict access to it or delete it.

If Nous Research is presented convincing evidence that Your Data is not unlawful, Nous Research may, at its sole discretion, restore Your Data, which was removed from the Web Site or Account or access to which was restricted.

In addition, in the event Nous Research believes in its sole discretion Your Data violates applicable laws, rules or regulations or these Terms, Nous Research may (but has no obligation), to remove Your Data at any time with or without notice.

Without limiting the generality of the preceding sentence, Nous Research complies with the Digital Millennium Copyright Act, and will remove Your Data from the Platform upon receipt of a compliant takedown notice.

7.4 Compelled Disclosure.

Nous Research may disclose your confidential information to the extent compelled by law to do so. In such an instance, Nous Research will use commercially reasonable efforts to provide you with prior notice of the compelled disclosure (to the extent legally permitted) and you shall provide reasonable assistance, at your cost, if you wish to contest the disclosure. If Nous Research is compelled by law to disclose your confidential information as part of a civil proceeding to which Nous Research is a party, and you are not contesting the disclosure, you will reimburse Nous Research for its reasonable cost of compiling and providing secure access to that confidential information.

8. Services

8.1 Use of the Nous Research Services.

Subject to these Terms, and the payment of the applicable service Fee, Nous Research grants you and your Users a non-exclusive, non-transferable, non-sub-licensable license to use the Nous Research Services to:

1. collect, store and organize Your Data;
2. modify and delete Your Data;
3. customize the standard features of the Nous Research Services; and
4. receive reasonable help and guidance from Nous Research regarding the use of the Nous Research Services.

8.2 Technical Support.

Nous Research shall provide reasonable technical support to you and your Users at your reasonable request. Nous Research shall respond to enquiries of support from you utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.

The contacts for all enquiries of support are:

1. instant messaging,
2. built-in notification application on the Web Page, or
3. e-mail: support@nousresearch.com

8.3 Modifications to Service.

Nous Research reserves the right to modify the Nous Research Services or any part or element thereof from time to time without prior notice, including, without limitation:

1. rebranding the Nous Research Services at its sole discretion;
2. ceasing providing or discontinuing the development of any particular Nous Research Service or part or element of the Platform temporarily or permanently;
3. taking such action as is necessary to preserve Nous Research's rights upon any use of the Nous Research Services that may be reasonably interpreted as violation of Nous Research's intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, you may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Nous Research Services, will become effective thirty (30) days before the effective date of such modification.

If you do not accept the modification, you must notify Nous Research before the effective date of the modification, and these Terms will terminate on the effective date of the modification. Your continued use of the Nous Research Services, or any part or element thereof, after the effective date of a modification shall indicate your consent to the modifications. Nous Research shall not be liable to you or to any third person for any modification, suspension or discontinuance of the Nous Research Services, or any part or element thereof.

8.4 AI-Generated Outputs.

You acknowledge that certain Nous Research Services utilize artificial intelligence and machine learning technologies to generate outputs, including text, code, data, and other content (“AI Outputs”). As between you and Nous Research, and subject to your compliance with these Terms and payment of applicable Fees, you shall own all right, title, and interest in AI Outputs generated specifically for you through your use of the Nous Research Services; provided, however, that Nous Research retains all rights in the underlying models, algorithms, training data, and technologies used to generate such AI Outputs. You acknowledge that AI Outputs are generated by automated processes and may be similar or identical to outputs generated for other Clients. Nous Research does not represent or warrant that any AI Output is unique, non-infringing, accurate, complete, or fit for any particular purpose. You are solely responsible for evaluating, verifying, and determining the suitability of any AI Output for your intended use, and for ensuring that your use of AI Outputs complies with all applicable laws and regulations.

9. Data Processing Contract

You hereby instruct Nous Research to process the data as described in these Terms.

9.1 Subject matter and nature of processing.

Nous Research provides the Platform where you, as the data controller, can collect, store and organize the personal data of data subjects determined by you. The Platform has been designed to work as software but, to the extent not regulated by these Terms, you decide how you use the Platform.

9.2 Duration.

Nous Research will process data on your behalf until the termination of the Nous Research Services in accordance with these Terms. Upon termination, Nous Research will store Your Data for a period of six months, should you wish to reopen the Account to resume the use of the Nous Research Services or to export Your Data, unless instructed otherwise by you. Nous Research deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.

9.3 Parties' rights and obligations.

Your rights and obligations regarding Your Data are provided in Sections 4 through 10 of these Terms. Nous Research ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Nous Research undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by you as the data controller.

10. Restrictions

10.1 Prohibited Activities.

You and your Users may use the Nous Research Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither you nor your Users may:

1. use the Nous Research Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Nous Research Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that Nous Research is not permitted by that applicable law to exclude or limit the foregoing rights;
3. use the Nous Research Services or any part or element thereof unless they have agreed to these Terms.
4. use the Nous Research Services to generate content or outputs that are intended to mislead any person into believing such content was generated by a human where such attribution could cause material harm; use the Nous Research Services to develop or improve any competing artificial intelligence or machine learning product or service; use the Nous Research Services in connection with any activities that pose a risk of death or bodily harm, including autonomous weapons systems, critical infrastructure control, or medical diagnosis without qualified human oversight; or generate, distribute, or facilitate the distribution of content that exploits minors, constitutes non-consensual intimate imagery, or promotes terrorism or violent extremism.

10.2 Certain Uses Require Nous Research Consent.

You or your Users may not, without Nous Research's prior express written consent (e-mail, fax, Skype, etc.):

1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Nous Research Services available in whole or in part to any third persons, unless such third person is another authorized User of yours;
2. use the Nous Research Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
3. use the Nous Research Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Nous Research;

11. Privacy

Nous Research takes the privacy of its Clients and Users very seriously. Nous Research's Privacy Policy at portal.nousresearch.com/privacy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Nous Research's collection, use, and disclosure of your or your User's personal information.

12. Intellectual Property Rights

12.1 Nous Research's Intellectual Property Rights in the Nous Research Services.

The Nous Research Services, Nous Research Materials, Nous Research trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Nous Research and its third party vendors and hosting partners. Nous Research Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Nous Research, its affiliates and licensors retains all right, title and interest in such Nous Research Services, Nous Research Materials, Nous Research trade names and trademarks, and any parts or elements. Your use of the Nous Research Services and Nous Research Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Nous Research Materials is strictly prohibited unless you have received the express prior written permission from Nous Research or the otherwise applicable rights holder. Nous Research reserves all rights to the Nous Research Services, Nous Research Materials and Nous Research trade names and trademarks not expressly granted in the Terms.

12.2 Content Owned by Nous Research.

Subject to these Terms and the payment of the applicable service Fee, Nous Research grants you and your Users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Nous Research Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Nous Research Services or as otherwise permitted by applicable law.

12.3 Your Data.

a. Nous Research may use Your Data for research, educational, analytical, and other similar purposes, including the development and improvement of artificial intelligence and machine learning models, algorithms, and related technologies. You hereby grant Nous Research a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, create derivative works from, and otherwise process Your Data for the purposes of (i) providing, maintaining, and improving the Nous Research Services, (ii) developing new products, services, features, and technologies, (iii) training, fine-tuning, refining, grounding, evaluating, developing, operating, testing, and enhancing machine learning and artificial intelligence models, and (iv) generating aggregated, anonymized, or de-identified datasets and insights. Such aggregated, anonymized, or de-identified data and any models, outputs, or derivatives developed therefrom may be used by Nous Research for any purpose, including making such data and derivatives available to third parties. Nous Research respects your right to ownership of Your Data. Unless specifically permitted, your use of the Nous Research Services does not grant Nous Research the license to use, reproduce, adapt, modify, publish or distribute Your Data created by you or stored in your Account for Nous Research's commercial marketing purposes in a manner that specifically identifies you. You expressly grant Nous Research the right to use and analyze aggregate system activity data associated with use of the Nous Research Services by you and your Users for the purposes of optimizing, improving or enhancing the way the Nous Research Services operate, and to create new features and functionality in connection with the Nous Research Services in the sole discretion of Nous Research.

b. You are solely responsible for your own Your Data and the consequences of posting or publishing them on or through the Nous Research Service. In connection with Your Data, you affirm, represent, and warrant that: (i) you either own Your Data or have the necessary licenses, rights, consents, and permissions to use and authorize Nous Research to display or otherwise use Your Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to Your Data in a manner consistent with the intended features of the Nous Research Services and these Terms, and to grant the rights and license set forth in Section 12.3(a), and (ii) Your Data, Nous Research's or any Nous Research Licensee's use of Your Data pursuant to these Terms, and Nous Research's or any Nous Research Licensee's exercise of the license rights set forth in Section 12.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Nous Research to any third party for the performance of any Nous Research Services you have chosen to be performed by Nous Research or for the exercise of any rights granted in these Terms, unless you and Nous Research otherwise agree.

c. You acknowledge and agree that, as between you and Nous Research, any data, content, inputs, prompts, outputs, results, or other materials submitted to, generated by, or processed through the Nous Research Services, including usage data, metadata or similar (collectively, “Service Data”) may be used by Nous Research and its affiliates, licensees, successors, and assigns to provide, improve, develop, and train the Nous Research Services and related technologies, including artificial intelligence and machine learning models, and to develop and commercialize new products, services, and offerings. Nous Research may make available to third parties aggregated, anonymized, de-identified, or derivative data and models developed in connection with the foregoing, without restriction and without compensation to you. In addition, you hereby grant Nous Research the right to provide, license, or otherwise make available Your Data and Service Data to third parties for any lawful purpose, including for such third parties' own use, analysis, and product development. You represent and warrant that you have obtained all necessary rights, consents, and permissions to enable Nous Research's use of Service Data as described in this Section 12.3.

12.4 Feedback.

If you or your Users provide Nous Research with any comments, bug reports, feedback, or modifications for the Nous Research Services (“Feedback”), Nous Research shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Nous Research Services. You or your Users hereby grant Nous Research a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Nous Research shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if Nous Research deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, hateful or otherwise unlawful.

13. Third-Party Sites, Products and Services

The Nous Research Services may include links to other websites or services (“Linked Sites”) solely as a convenience to you. Unless otherwise specifically and explicitly indicated, Nous Research does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Nous Research makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by Nous Research. By using any community marked code or libraries in your software development, you acknowledge and agree that Nous Research is not in any way responsible for the performance or damages caused by such community provided code or library.

14. Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY NOUS RESEARCH, THE NOUS RESEARCH SERVICES, NOUS RESEARCH MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE NOUS RESEARCH SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NOUS RESEARCH AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY NOUS RESEARCH, NOUS RESEARCH AND ITS AFFILIATES DO NOT WARRANT THAT THE NOUS RESEARCH SERVICES AND ANY CONTENT, YOUR DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE NOUS RESEARCH SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE NOUS RESEARCH SERVICES AND ANY CONTENT, YOUR DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE NOUS RESEARCH SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY NOUS RESEARCH, NOUS RESEARCH AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE NOUS RESEARCH SERVICES, NOUS RESEARCH MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

15. Indemnification

You agree to defend, indemnify and hold harmless Nous Research and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the Nous Research Services, Nous Research Materials, representations made to Nous Research, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Nous Research reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Nous Research, and you agree to cooperate with such defense of these claims.

16. Limitation of Liability

16.1 No Liability:

Nous Research shall not be liable to you or your Users for any consequences resulting from:

1. any modifications in these Terms, calculation and rates of Fees, the Nous Research Services, Nous Research Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Nous Research Services or Nous Research Material;
2. deletion of, corruption of, or failure to store any Your Data;
3. use of Your Data by you or your Users;
4. upgrading or downgrading the current Plan;
5. any disclosure, loss or unauthorized use of the login credentials of you or your Users due to your failure to keep them confidential;
6. your use of the Account or the Nous Research Services by means of browsers other than those accepted or supported by Nous Research;
7. the application of any remedies against you or your Users by Nous Research, for example if you or your Users have committed a crime or conducted a breach of applicable law by using the Nous Research Services or any part or element thereof;
8. the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Nous Research Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
9. Nous Research's application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Nous Research and its affiliates shall not be liable to you for any claim by any User, person, Organization or third persons against you arising out of your failure to:

1. provide Nous Research with accurate information about you, your Users or your Account;
2. notify Nous Research of any reasons due to which any of your Users do not have the right to use your Account on behalf of you;
3. provide any products or services which you have agreed to provide to such a person or Organization (whether such failure arises as a result of Nous Research's negligence, breach of these Terms or otherwise);
4. ensure the lawfulness of Your Data;
5. obtain the necessary rights to use Your Data; or
6. abide by any of the restrictions described in these Terms.

16.2 Limitation of Liability.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NOUS RESEARCH AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE NOUS RESEARCH SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

16.3 Exclusion of Consequential and Related Damages.

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

17. Termination of These Terms

17.1 For Convenience.

These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:

1. by you any time by clicking the cancellation link on the Web Site, when logged in to the Account;
2. by Nous Research upon decision to end provision of the Nous Research Services and close the Platform; or
3. immediately by either party, if proceedings are initiated for the other party's liquidation or insolvency or a negotiated settlement with the other party's creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

17.2 For Default.

These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
2. immediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights] and 15 [Indemnification] of these Terms.

17.3 Effect of Termination.

Upon termination of these Terms,

1. Nous Research shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If you have specifically requested for an earlier deletion of the Account, Nous Research shall fulfill such request within 1 month of its receipt of such request.
2. You must:
   1. stop using and prevent the further usage of the Nous Research Services, including, without limitation, the Platform;
   2. pay any amounts owed to Nous Research under these Terms; and
   3. discharge any liability incurred by you under these Terms prior to their termination; and
3. The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18 and 19.

17.4 Remedies.

If Nous Research terminates these Terms as a result of an uncured breach by you or your Users, Nous Research is entitled to use the same or similar remedies against any other persons who use the Nous Research Services in conflict with these Terms. Notwithstanding the foregoing, Nous Research may also apply any other remedies available to it under the applicable law. Upon application of any remedies, you or your Users may lose access or suffer a loss of certain features, functions, parts or elements of the Nous Research Services.

If Nous Research has reasonable grounds to believe that your or your Users' use of the Nous Research Services, including the Account, may harm any third persons, Nous Research has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

18. Who You Are Contracting With

18.1 General.

You are contracting with Nous Research, Inc. a Delaware corporation.

18.2 Governing Law and Jurisdiction.

Any dispute arising from or relating to the subject matter of these Terms of Service shall be finally settled by arbitration in Cupertino, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without reference to any conflict of law principles. For all purposes of these Terms of Service, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in San Francisco, California. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Service, including without limitation, this section.

If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.

Use of the Nous Research Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

Notwithstanding the foregoing, you and Nous Research agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party's right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

19. General Provisions

19.1 Relationship of the Parties.

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between you and Nous Research, and you shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

19.2 Severability.

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

19.3 Entire Agreement.

These Terms are the entire agreement between you and Nous Research regarding your use of the Nous Research Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

19.4 Assignment.

You may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of your rights and/or obligations under these Terms without Nous Research's prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, you, or your permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with you, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of you, or your permitted successive assignees or transferees.

19.5 No Waiver.

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

19.6 Export Compliance.

The Nous Research Services and related technology may be subject to U.S. export control laws and regulations, including the Export Administration Regulations, and sanctions regulations maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control. You shall not, directly or indirectly, export, re-export, or release the Nous Research Services or any related technology to, or make the Nous Research Services or related technology accessible from, any country, jurisdiction, or person to which export, re-export, or release is prohibited by applicable law. You shall comply with all applicable export control and sanctions laws and regulations with respect to the Nous Research Services.

19.7 Notices.

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

Last update: June 11, 2026

Welcome to portal.nousresearch.com. These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Nous Research Services”).

The Nous Research Services are offered to you subject to your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms of Service), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy at portal.nousresearch.com/privacy), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the Nous Research Services (collectively, the “Terms”). When accepted by you, these Terms form a legally binding contract between you and Nous Research (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

You must be 13 years or older to use the Nous Research Services. If you are between the ages of 13 and 18, you may use the Nous Research Services only with the appropriate permission and under their direct supervision of a parent or legal guardian who is the owner of the Account (as defined below), and that parent or legal guardian is responsible for their and your compliance with these Terms of Service. Furthermore, all financial information on the account, such as credit card credentials, must be that of the parent or legal guardian. If you are under 13, you are not permitted to use the Nous Research Services.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE NOUS RESEARCH SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE NOUS RESEARCH SERVICES.

PLEASE NOTE THAT SECTION 18 OF THE TERMS BELOW CONTAINS A BINDING ARBITRATION AGREEMENT. BY AGREEING TO THE TERMS, YOU AND WE AGREE TO SUBMIT ANY DISPUTES BETWEEN US EXCLUSIVELY TO INDIVIDUAL ARBITRATION.

Nous Research may, in its sole discretion, elect to suspend or terminate access to, or use of the Nous Research Services to anyone who violates these Terms.

If you register for a free trial of the Nous Research Services, the applicable provisions of these Terms will govern that free trial.

1. Definitions

Account:

the primary means for accessing and using the Nous Research Services, subject to payment of a Fee designated in the selected Plan.

Authorization:

the set of rights and privileges on the Web Site assigned to a User by you.

Client:

a natural or legal person who has accepted these Terms with Nous Research.

Your Data:

files and any other digital data and information, which is subjected to the Nous Research Services or otherwise inserted to the System by you (including the specific Users, persons, Organizations, partners, associated with you).

Content:

any data and information available through Nous Research Services or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments.

Fee:

regular payment for using the activated Account.

Free Trial:

temporary access for the purposes of trying out the Web Site and Nous Research Services in accordance with any selected Plan without paying a Fee.

Guidelines:

additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Nous Research Services.

Organization:

legal persons (such as companies) and other entities that are partners or potential partners of a Client.

Nous Research Materials:

the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel,” organization, compilation of the content, code, data, and all other elements of the Nous Research Services.

Nous Research:

Nous Research, Inc., a corporation established under the laws of the State of Delaware (United States of America).

Plan:

various criteria related to the use and functionality of the Nous Research Services and on which the Fee is based.

Platform:

the Nous Portal application; the Nous Inference API; the Nous Forge application; the Nous Research chat interface available at http://hermes.nousresearch.com/; and the Nous Research merchandise store available at http://shop.nousresearch.com/.

Special Terms:

any particulars, specifications and conditions by which you and we have agreed to deviate from these Terms.

System:

the integrated cloud computing solution for providing the Nous Research Services, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith.

User:

a natural person granted with the Authorization to use the Account on behalf of a Client.

Web Site:

the compilation of all web documents (including images, php and html files) made available via www.nousresearch.com or its subdomains or domains with identical names under other top domains and owned by Nous Research (including without limitation http://hermes.nousresearch.com/ and http://shop.nousresearch.com/).

2. Authority to Enter Into These Terms with Nous Research

The use of the Nous Research Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client (including you), a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs first:

1. The person has received the confirmation of the creation of the Account and necessary credentials from Nous Research in order to log in to his/her/its Account; or
2. For those Nous Research Services and parts of the Web Site the use of which is not dependent on creating an Account, upon gaining access to such services.

You may not, without Nous Research's prior written consent, access the Nous Research Services (i) for production purposes, (ii) if you are a competitor of Nous Research, (iii) to monitor the availability, performance or functionality of the Nous Research Services or (iv) for other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

3. Modifications to Terms

Nous Research reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Nous Research Services. Please check these Terms periodically for changes. Your continued use of the Nous Research Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Nous Research Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Nous Research will be governed by the Terms in effect at the time such dispute arose.

4. Our Responsibilities

4.1. Provision of Nous Research Services.

Nous Research will (a) make the Nous Research Services and Content available to you pursuant to these Terms, (b) provide applicable standard support for the Nous Research Services to you at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Nous Research Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Nous Research shall attempt to give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond Nous Research's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

4.2. Protection of Your Data.

Nous Research will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Nous Research personnel except (a) to provide the Nous Research Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as you expressly permit in writing, including pursuant to these Terms.

5. Using the Nous Research Services

5.1 Establishing an Account.

Certain features, functions, parts or elements of the Nous Research Services can be used or accessed only by holders of an Account. If you wish to create an Account, you must:

1. complete the sign-up form on the Web Site; and
2. accept these Terms by clicking “Sign up” or other similar button.

Each Client may have only one Account. If several persons need to use an Account on your behalf, you must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms, and you will be responsible for each User's compliance with these Terms.

If you have designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of you when using your Account. Nous Research is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Nous Research may, in its discretion, request additional information or proof of the User's credentials. If Nous Research is not certain if a User has been granted Authorization, Nous Research may, in its sole discretion, prevent such User from accessing the Nous Research Services. You are finally responsible and liable for all activity that occurs on or through your Account, whether or not Nous Research suspected that the activity occurred by a User without Authorization.

A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

You and any User associated with your Account must provide Nous Research with true, accurate, current, and complete information about you, your Users or your Account and keep such information up to date.

5.2 Logging Into an Account.

Nous Research shall provide you with a username and password (“Login Credentials”) to be used to log in to your Account, unless you use the single sign-on feature or another service to log in. These Login Credentials must not be used by multiple persons. If you have designated several Users, each User will be provided with separate Login Credentials. You and each of your Users are responsible for keeping confidential all Login Credentials associated with your Account. You must promptly notify Nous Research:

1. of any disclosure, loss or unauthorized use of any Login Credentials;
2. of a User's departure from your organization;
3. of a change in a User's role in your organization; and
4. of any termination of a User's Authorization for any reason.

5.3 Termination of Account.

You may terminate these Terms at any time as provided in Section 17. Nous Research shall permanently delete your Account within six months of the effective date of the termination.

5.4 Fees.

The use of an Account is subject to a Fee. Upon sign-up for an Account, you must select a Plan. Different rates apply to different Plans. The applicable Fee is charged in advance on monthly or annual payment intervals, unless agreed otherwise between you and us. All Fees are non-refundable. Without limiting the foregoing, there are no refunds or credits for periods where you did not use your Account, used it only partially, or deactivated your Account or terminated these Terms during an ongoing payment interval. If, after signing up, you elect to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan.

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless otherwise stated herein. You are solely responsible for the payment of such taxes, levies or duties.

5.5 Changing Plans.

You have the right to upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans made available by Nous Research. In such an event, your credit card on file with Nous Research will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan.

Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of Your Data.

5.6 Free Trial.

You may be entitled to a Free Trial, unless you have applied for the Account as a result of an ongoing marketing campaign organized by Nous Research in co-operation with its partners. You are not required to provide any credit card information during the period of Free Trial. If the period of Free Trial has expired, your Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, you are required to select a suitable Plan and pay the first Fee. If you do not pay the first Fee within 2 weeks as of the expiry of the Free Trial, Nous Research has the right to permanently delete the Account, including all Your Data therein.

In addition to the current collection of Plans, Nous Research may offer special discounts and motivation schemes (for example, finder's fees, etc.).

6. Payment

The following provisions are applicable only if you purchase access to the Nous Research Services directly from Nous Research.

6.1 Payment Card Authorization.

Nous Research may seek pre-authorization of your payment card account prior to your purchase of Nous Research Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described herein, and authorize Nous Research to charge all sums described in these Terms to such card account. You agree to provide Nous Research updated information regarding your payment card account upon Nous Research's request and any time the information earlier provided is no longer valid.

6.2 Direct Debit Payments.

In some markets Nous Research may, if you wish to enable direct debit payments, request that you complete a direct debit mandate. In such cases Nous Research shall comply with all applicable national rules and regulations related to direct debit payments.

6.3 Electronic Invoice.

If Nous Research has not sought pre-authorization of your payment card, then before the end of each payment interval, you will be issued an electronic invoice for payment of the Fee of the next payment interval. You must pay the invoice by the due date indicated on the invoice.

6.4 Overage Charges.

Upon delay with any payments, Nous Research may require you to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due shall be 1% per month; provided, however, if any interest paid to Nous Research is determined to be in excess of the then-legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of amounts owing under Section 6.2. Upon calculation of the penalty for late payment, one year shall be deemed to contain three hundred and sixty-five (365) calendar days.

7. Your Data

7.1 Uploading Your Data to the Platform.

If you upload Your Data to the Platform, Your Data and any processing of Your Data will be in compliance with these Terms and applicable law. All rights, title and interest in and to Your Data belong to you or any applicable third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Nous Research Services by Nous Research. By uploading Your Data to the Platform, you authorize Nous Research to process Your Data. You are responsible for ensuring that:

1. you, and any of your Users, do not create, transmit, display or make otherwise available any of Your Data that violates the terms of these Terms, the rights of Nous Research, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, hateful or otherwise unlawful; and
2. you, and all of your Users, have the necessary rights to use Your Data, including to insert it into the Platform and process it by means of the Account.

7.2 No Guarantee of Accuracy.

Nous Research does not guarantee any accuracy with respect to any information contained in any of Your Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Nous Research Services. You understand that all information contained in Your Data is the sole responsibility of the person from whom Your Data originated. This means that you, and not Nous Research, are entirely responsible for Your Data, as well as for any actions taken by Nous Research or other Clients or Users as a result of such Your Data.

7.3 Unlawful Your Data.

Nous Research is not obliged to pre-screen, monitor or filter Your Data or acts of its processing by you in order to discover any unlawful nature therein. However, if Your Data or the action of its processing is discovered to be unlawful or brought to the attention of Nous Research or if there is reason to believe that certain of Your Data is unlawful, Nous Research has the right to:

1. notify you of such unlawful Your Data;
2. deny its publication on the Web Site or its insertion to the System;
3. demand that you bring the unlawful elements of Your Data into compliance with these Terms and applicable law;
4. temporarily or permanently remove the unlawful elements of Your Data from the Web Site or Account, restrict access to it or delete it.

If Nous Research is presented convincing evidence that Your Data is not unlawful, Nous Research may, at its sole discretion, restore Your Data, which was removed from the Web Site or Account or access to which was restricted.

In addition, in the event Nous Research believes in its sole discretion Your Data violates applicable laws, rules or regulations or these Terms, Nous Research may (but has no obligation), to remove Your Data at any time with or without notice.

Without limiting the generality of the preceding sentence, Nous Research complies with the Digital Millennium Copyright Act, and will remove Your Data from the Platform upon receipt of a compliant takedown notice.

7.4 Compelled Disclosure.

Nous Research may disclose your confidential information to the extent compelled by law to do so. In such an instance, Nous Research will use commercially reasonable efforts to provide you with prior notice of the compelled disclosure (to the extent legally permitted) and you shall provide reasonable assistance, at your cost, if you wish to contest the disclosure. If Nous Research is compelled by law to disclose your confidential information as part of a civil proceeding to which Nous Research is a party, and you are not contesting the disclosure, you will reimburse Nous Research for its reasonable cost of compiling and providing secure access to that confidential information.

8. Services

8.1 Use of the Nous Research Services.

Subject to these Terms, and the payment of the applicable service Fee, Nous Research grants you and your Users a non-exclusive, non-transferable, non-sub-licensable license to use the Nous Research Services to:

1. collect, store and organize Your Data;
2. modify and delete Your Data;
3. customize the standard features of the Nous Research Services; and
4. receive reasonable help and guidance from Nous Research regarding the use of the Nous Research Services.

8.2 Technical Support.

Nous Research shall provide reasonable technical support to you and your Users at your reasonable request. Nous Research shall respond to enquiries of support from you utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.

The contacts for all enquiries of support are:

1. instant messaging,
2. built-in notification application on the Web Page, or
3. e-mail: support@nousresearch.com

8.3 Modifications to Service.

Nous Research reserves the right to modify the Nous Research Services or any part or element thereof from time to time without prior notice, including, without limitation:

1. rebranding the Nous Research Services at its sole discretion;
2. ceasing providing or discontinuing the development of any particular Nous Research Service or part or element of the Platform temporarily or permanently;
3. taking such action as is necessary to preserve Nous Research's rights upon any use of the Nous Research Services that may be reasonably interpreted as violation of Nous Research's intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, you may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Nous Research Services, will become effective thirty (30) days before the effective date of such modification.

If you do not accept the modification, you must notify Nous Research before the effective date of the modification, and these Terms will terminate on the effective date of the modification. Your continued use of the Nous Research Services, or any part or element thereof, after the effective date of a modification shall indicate your consent to the modifications. Nous Research shall not be liable to you or to any third person for any modification, suspension or discontinuance of the Nous Research Services, or any part or element thereof.

8.4 AI-Generated Outputs.

You acknowledge that certain Nous Research Services utilize artificial intelligence and machine learning technologies to generate outputs, including text, code, data, and other content (“AI Outputs”). As between you and Nous Research, and subject to your compliance with these Terms and payment of applicable Fees, you shall own all right, title, and interest in AI Outputs generated specifically for you through your use of the Nous Research Services; provided, however, that Nous Research retains all rights in the underlying models, algorithms, training data, and technologies used to generate such AI Outputs. You acknowledge that AI Outputs are generated by automated processes and may be similar or identical to outputs generated for other Clients. Nous Research does not represent or warrant that any AI Output is unique, non-infringing, accurate, complete, or fit for any particular purpose. You are solely responsible for evaluating, verifying, and determining the suitability of any AI Output for your intended use, and for ensuring that your use of AI Outputs complies with all applicable laws and regulations.

9. Data Processing Contract

You hereby instruct Nous Research to process the data as described in these Terms.

9.1 Subject matter and nature of processing.

Nous Research provides the Platform where you, as the data controller, can collect, store and organize the personal data of data subjects determined by you. The Platform has been designed to work as software but, to the extent not regulated by these Terms, you decide how you use the Platform.

9.2 Duration.

Nous Research will process data on your behalf until the termination of the Nous Research Services in accordance with these Terms. Upon termination, Nous Research will store Your Data for a period of six months, should you wish to reopen the Account to resume the use of the Nous Research Services or to export Your Data, unless instructed otherwise by you. Nous Research deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.

9.3 Parties' rights and obligations.

Your rights and obligations regarding Your Data are provided in Sections 4 through 10 of these Terms. Nous Research ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Nous Research undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by you as the data controller.

10. Restrictions

10.1 Prohibited Activities.

You and your Users may use the Nous Research Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither you nor your Users may:

1. use the Nous Research Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Nous Research Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that Nous Research is not permitted by that applicable law to exclude or limit the foregoing rights;
3. use the Nous Research Services or any part or element thereof unless they have agreed to these Terms.
4. use the Nous Research Services to generate content or outputs that are intended to mislead any person into believing such content was generated by a human where such attribution could cause material harm; use the Nous Research Services to develop or improve any competing artificial intelligence or machine learning product or service; use the Nous Research Services in connection with any activities that pose a risk of death or bodily harm, including autonomous weapons systems, critical infrastructure control, or medical diagnosis without qualified human oversight; or generate, distribute, or facilitate the distribution of content that exploits minors, constitutes non-consensual intimate imagery, or promotes terrorism or violent extremism.

10.2 Certain Uses Require Nous Research Consent.

You or your Users may not, without Nous Research's prior express written consent (e-mail, fax, Skype, etc.):

1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Nous Research Services available in whole or in part to any third persons, unless such third person is another authorized User of yours;
2. use the Nous Research Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
3. use the Nous Research Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by Nous Research;

11. Privacy

Nous Research takes the privacy of its Clients and Users very seriously. Nous Research's Privacy Policy at portal.nousresearch.com/privacy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Nous Research's collection, use, and disclosure of your or your User's personal information.

12. Intellectual Property Rights

12.1 Nous Research's Intellectual Property Rights in the Nous Research Services.

The Nous Research Services, Nous Research Materials, Nous Research trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Nous Research and its third party vendors and hosting partners. Nous Research Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Nous Research, its affiliates and licensors retains all right, title and interest in such Nous Research Services, Nous Research Materials, Nous Research trade names and trademarks, and any parts or elements. Your use of the Nous Research Services and Nous Research Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Nous Research Materials is strictly prohibited unless you have received the express prior written permission from Nous Research or the otherwise applicable rights holder. Nous Research reserves all rights to the Nous Research Services, Nous Research Materials and Nous Research trade names and trademarks not expressly granted in the Terms.

12.2 Content Owned by Nous Research.

Subject to these Terms and the payment of the applicable service Fee, Nous Research grants you and your Users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Nous Research Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Nous Research Services or as otherwise permitted by applicable law.

12.3 Your Data.

a. Nous Research may use Your Data for research, educational, analytical, and other similar purposes, including the development and improvement of artificial intelligence and machine learning models, algorithms, and related technologies. You hereby grant Nous Research a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, create derivative works from, and otherwise process Your Data for the purposes of (i) providing, maintaining, and improving the Nous Research Services, (ii) developing new products, services, features, and technologies, (iii) training, fine-tuning, refining, grounding, evaluating, developing, operating, testing, and enhancing machine learning and artificial intelligence models, and (iv) generating aggregated, anonymized, or de-identified datasets and insights. Such aggregated, anonymized, or de-identified data and any models, outputs, or derivatives developed therefrom may be used by Nous Research for any purpose, including making such data and derivatives available to third parties. Nous Research respects your right to ownership of Your Data. Unless specifically permitted, your use of the Nous Research Services does not grant Nous Research the license to use, reproduce, adapt, modify, publish or distribute Your Data created by you or stored in your Account for Nous Research's commercial marketing purposes in a manner that specifically identifies you. You expressly grant Nous Research the right to use and analyze aggregate system activity data associated with use of the Nous Research Services by you and your Users for the purposes of optimizing, improving or enhancing the way the Nous Research Services operate, and to create new features and functionality in connection with the Nous Research Services in the sole discretion of Nous Research.

b. You are solely responsible for your own Your Data and the consequences of posting or publishing them on or through the Nous Research Service. In connection with Your Data, you affirm, represent, and warrant that: (i) you either own Your Data or have the necessary licenses, rights, consents, and permissions to use and authorize Nous Research to display or otherwise use Your Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to Your Data in a manner consistent with the intended features of the Nous Research Services and these Terms, and to grant the rights and license set forth in Section 12.3(a), and (ii) Your Data, Nous Research's or any Nous Research Licensee's use of Your Data pursuant to these Terms, and Nous Research's or any Nous Research Licensee's exercise of the license rights set forth in Section 12.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Nous Research to any third party for the performance of any Nous Research Services you have chosen to be performed by Nous Research or for the exercise of any rights granted in these Terms, unless you and Nous Research otherwise agree.

c. You acknowledge and agree that, as between you and Nous Research, any data, content, inputs, prompts, outputs, results, or other materials submitted to, generated by, or processed through the Nous Research Services, including usage data, metadata or similar (collectively, “Service Data”) may be used by Nous Research and its affiliates, licensees, successors, and assigns to provide, improve, develop, and train the Nous Research Services and related technologies, including artificial intelligence and machine learning models, and to develop and commercialize new products, services, and offerings. Nous Research may make available to third parties aggregated, anonymized, de-identified, or derivative data and models developed in connection with the foregoing, without restriction and without compensation to you. In addition, you hereby grant Nous Research the right to provide, license, or otherwise make available Your Data and Service Data to third parties for any lawful purpose, including for such third parties' own use, analysis, and product development. You represent and warrant that you have obtained all necessary rights, consents, and permissions to enable Nous Research's use of Service Data as described in this Section 12.3.

12.4 Feedback.

If you or your Users provide Nous Research with any comments, bug reports, feedback, or modifications for the Nous Research Services (“Feedback”), Nous Research shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Nous Research Services. You or your Users hereby grant Nous Research a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Nous Research shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if Nous Research deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, hateful or otherwise unlawful.

13. Third-Party Sites, Products and Services

The Nous Research Services may include links to other websites or services (“Linked Sites”) solely as a convenience to you. Unless otherwise specifically and explicitly indicated, Nous Research does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Nous Research makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by Nous Research. By using any community marked code or libraries in your software development, you acknowledge and agree that Nous Research is not in any way responsible for the performance or damages caused by such community provided code or library.

14. Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY NOUS RESEARCH, THE NOUS RESEARCH SERVICES, NOUS RESEARCH MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE NOUS RESEARCH SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NOUS RESEARCH AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY NOUS RESEARCH, NOUS RESEARCH AND ITS AFFILIATES DO NOT WARRANT THAT THE NOUS RESEARCH SERVICES AND ANY CONTENT, YOUR DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE NOUS RESEARCH SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE NOUS RESEARCH SERVICES AND ANY CONTENT, YOUR DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE NOUS RESEARCH SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY NOUS RESEARCH, NOUS RESEARCH AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE NOUS RESEARCH SERVICES, NOUS RESEARCH MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

15. Indemnification

You agree to defend, indemnify and hold harmless Nous Research and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the Nous Research Services, Nous Research Materials, representations made to Nous Research, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Nous Research reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Nous Research, and you agree to cooperate with such defense of these claims.

16. Limitation of Liability

16.1 No Liability:

Nous Research shall not be liable to you or your Users for any consequences resulting from:

1. any modifications in these Terms, calculation and rates of Fees, the Nous Research Services, Nous Research Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Nous Research Services or Nous Research Material;
2. deletion of, corruption of, or failure to store any Your Data;
3. use of Your Data by you or your Users;
4. upgrading or downgrading the current Plan;
5. any disclosure, loss or unauthorized use of the login credentials of you or your Users due to your failure to keep them confidential;
6. your use of the Account or the Nous Research Services by means of browsers other than those accepted or supported by Nous Research;
7. the application of any remedies against you or your Users by Nous Research, for example if you or your Users have committed a crime or conducted a breach of applicable law by using the Nous Research Services or any part or element thereof;
8. the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Nous Research Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
9. Nous Research's application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Nous Research and its affiliates shall not be liable to you for any claim by any User, person, Organization or third persons against you arising out of your failure to:

1. provide Nous Research with accurate information about you, your Users or your Account;
2. notify Nous Research of any reasons due to which any of your Users do not have the right to use your Account on behalf of you;
3. provide any products or services which you have agreed to provide to such a person or Organization (whether such failure arises as a result of Nous Research's negligence, breach of these Terms or otherwise);
4. ensure the lawfulness of Your Data;
5. obtain the necessary rights to use Your Data; or
6. abide by any of the restrictions described in these Terms.

16.2 Limitation of Liability.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NOUS RESEARCH AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE NOUS RESEARCH SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

16.3 Exclusion of Consequential and Related Damages.

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

17. Termination of These Terms

17.1 For Convenience.

These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:

1. by you any time by clicking the cancellation link on the Web Site, when logged in to the Account;
2. by Nous Research upon decision to end provision of the Nous Research Services and close the Platform; or
3. immediately by either party, if proceedings are initiated for the other party's liquidation or insolvency or a negotiated settlement with the other party's creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

17.2 For Default.

These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
2. immediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights] and 15 [Indemnification] of these Terms.

17.3 Effect of Termination.

Upon termination of these Terms,

1. Nous Research shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If you have specifically requested for an earlier deletion of the Account, Nous Research shall fulfill such request within 1 month of its receipt of such request.
2. You must:
   1. stop using and prevent the further usage of the Nous Research Services, including, without limitation, the Platform;
   2. pay any amounts owed to Nous Research under these Terms; and
   3. discharge any liability incurred by you under these Terms prior to their termination; and
3. The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18 and 19.

17.4 Remedies.

If Nous Research terminates these Terms as a result of an uncured breach by you or your Users, Nous Research is entitled to use the same or similar remedies against any other persons who use the Nous Research Services in conflict with these Terms. Notwithstanding the foregoing, Nous Research may also apply any other remedies available to it under the applicable law. Upon application of any remedies, you or your Users may lose access or suffer a loss of certain features, functions, parts or elements of the Nous Research Services.

If Nous Research has reasonable grounds to believe that your or your Users' use of the Nous Research Services, including the Account, may harm any third persons, Nous Research has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

18. Who You Are Contracting With

18.1 General.

You are contracting with Nous Research, Inc. a Delaware corporation.

18.2 Governing Law and Jurisdiction.

Any dispute arising from or relating to the subject matter of these Terms of Service shall be finally settled by arbitration in Cupertino, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without reference to any conflict of law principles. For all purposes of these Terms of Service, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in San Francisco, California. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Service, including without limitation, this section.

If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.

Use of the Nous Research Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

Notwithstanding the foregoing, you and Nous Research agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party's right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

19. General Provisions

19.1 Relationship of the Parties.

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between you and Nous Research, and you shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

19.2 Severability.

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

19.3 Entire Agreement.

These Terms are the entire agreement between you and Nous Research regarding your use of the Nous Research Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

19.4 Assignment.

You may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of your rights and/or obligations under these Terms without Nous Research's prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, you, or your permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with you, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of you, or your permitted successive assignees or transferees.

19.5 No Waiver.

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

19.6 Export Compliance.

The Nous Research Services and related technology may be subject to U.S. export control laws and regulations, including the Export Administration Regulations, and sanctions regulations maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control. You shall not, directly or indirectly, export, re-export, or release the Nous Research Services or any related technology to, or make the Nous Research Services or related technology accessible from, any country, jurisdiction, or person to which export, re-export, or release is prohibited by applicable law. You shall comply with all applicable export control and sanctions laws and regulations with respect to the Nous Research Services.

19.7 Notices.

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

Last update: June 11, 2026