Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") form a legally binding agreement between you ("you" or "User") and Nairux, Inc. and its affiliates ("Nairux," "we," "us," or "our") and govern your access to and use of the Nairux platform, websites, customer dashboards, application programming interfaces, mobile applications, agent software, and related services (collectively, the "Service").

By clicking "I Accept," signing an order form referencing these Terms, or accessing or using the Service in any manner, you agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and in such case "you" and "your" will refer to that organization. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

These Terms are supplemented by any order form, statement of work, or other written agreement between Nairux and the organization that engaged you to use the Service ("Customer Agreement"). In the event of a conflict between these Terms and a Customer Agreement, the Customer Agreement will prevail with respect to the subject matter of the conflict.

2. Definitions

"Authorized User" means an individual user that Customer has authorized to access the Service.

"Customer" means the organization that has entered into a Customer Agreement with Nairux for use of the Service, or, in the absence of such an agreement, the organization on whose behalf you access the Service.

"Customer Data" means electronic data and information that you or other Authorized Users submit to, or that is generated within, the Service on Customer's behalf.

"Documentation" means the user guides, technical documentation, and other materials made available by Nairux that describe the operation and use of the Service.

"Service" has the meaning given in Section 1.

Capitalized terms used but not defined in these Terms have the meanings given in the applicable Customer Agreement.

3. Eligibility

You must be at least eighteen (18) years of age (or the age of legal majority in your jurisdiction, if higher) to use the Service. You represent and warrant that you meet this eligibility requirement and that you have the legal capacity to enter into these Terms.

You may not use the Service if you are barred from doing so under the laws of the United States, your country of residence, or any other applicable jurisdiction.

4. Account Registration

To access certain features of the Service, you may be required to register for an account. When you register, you agree to provide accurate, current, and complete information and to keep that information updated.

You are responsible for safeguarding your account credentials and for any activity that occurs under your account. You agree to notify Nairux promptly of any unauthorized use of your account or any other breach of security at security@nairux.io.

Nairux reserves the right to refuse, suspend, or terminate any account at its sole discretion, including (without limitation) where required by applicable law or where Nairux reasonably believes your account is being used in violation of these Terms.

5. License Grant

Subject to your compliance with these Terms and any applicable Customer Agreement, Nairux grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Service solely for Customer's internal business purposes and in accordance with the Documentation.

No other rights or licenses are granted, whether by implication, estoppel, or otherwise. All rights not expressly granted in these Terms are reserved by Nairux and its licensors.

6. Acceptable Use

You agree to use the Service responsibly and in compliance with all applicable laws, regulations, and these Terms. Without limiting the foregoing, you shall not, and shall not permit any third party to:

(a) use the Service for any illegal, harmful, fraudulent, infringing, or otherwise objectionable purpose;

(b) violate the rights of any third party, including intellectual property, privacy, publicity, or contractual rights;

(c) introduce, transmit, or upload any virus, malware, ransomware, worm, Trojan horse, time bomb, or other malicious code or files;

(d) interfere with, disrupt, or impair the integrity, performance, or availability of the Service or any data contained therein;

(e) attempt to gain unauthorized access to the Service, related systems, or other accounts;

(f) send unsolicited communications, advertising, or promotional materials, including "spam";

(g) probe, scan, or test the vulnerability of the Service or any related system, or breach or circumvent any security or authentication measures;

(h) use the Service to develop, train, or improve any competing product or service, or to benchmark the Service for any such purpose; or

(i) use the Service in any manner that could reasonably be expected to damage, disable, overburden, or impair Nairux's infrastructure or any related systems.

Nairux reserves the right (but has no obligation) to investigate and take appropriate action, including suspension or termination of access, against any User who, in Nairux's reasonable judgment, violates this Section.

7. Restrictions

Except as expressly permitted by these Terms, an applicable Customer Agreement, or applicable law (where such law cannot be waived by contract), you shall not, and shall not permit any third party to:

(a) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Service;

(b) copy, modify, translate, adapt, or create derivative works of the Service or any portion thereof;

(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service to any third party;

(d) remove, alter, or obscure any proprietary notices, labels, or marks on or in the Service;

(e) bypass or attempt to bypass any access or use restrictions, security measures, license validations, or technical limitations of the Service; or

(f) use the Service to provide any product or service to third parties on a service-bureau, time-share, or similar basis.

8. Customer Data and Privacy

As between you and Nairux, Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein. You grant Nairux a limited, non-exclusive, worldwide, royalty-free right to host, store, process, transmit, and display Customer Data solely as necessary to provide the Service and as otherwise permitted by these Terms or any applicable Customer Agreement.

Nairux's collection, use, and processing of personal information is governed by the Nairux Privacy Policy, which is incorporated by reference into these Terms. If Customer has entered into a Data Processing Agreement with Nairux, that agreement governs Nairux's processing of personal information on Customer's behalf and will prevail over these Terms and the Privacy Policy with respect to such processing.

You are responsible for ensuring that you have all necessary rights, authority, and consents to submit Customer Data to the Service and for complying with all laws applicable to your use of the Service.

9. Third-Party Services

The Service may interoperate with, link to, or otherwise enable access to third-party products, services, websites, or content ("Third-Party Services"). Third-Party Services are not provided or controlled by Nairux, and your use of any Third-Party Service is at your own risk and subject to the terms and privacy practices of the relevant third party.

Nairux does not endorse and is not responsible for any Third-Party Services or any content, advertising, products, or other materials available through or in connection with such Third-Party Services. You acknowledge and agree that Nairux shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of any Third-Party Service.

10. Fees and Payment

Fees for the Service, if any, are set forth in the applicable Customer Agreement or order form. Unless otherwise specified, all fees are quoted and payable in U.S. dollars, are non-refundable, and are exclusive of all applicable taxes, duties, and similar charges, which are your responsibility.

Customer is responsible for payment of all fees in accordance with the applicable Customer Agreement. Past-due amounts accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Nairux may suspend or terminate access to the Service for non-payment in accordance with the applicable Customer Agreement.

11. Subscription Term and Renewal

Subscriptions to the Service commence on the start date set forth in the applicable order form or Customer Agreement and continue for the term specified therein. Unless otherwise stated, subscriptions automatically renew for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Pricing for renewal terms may differ from pricing for the initial term and will be communicated in advance in accordance with the applicable Customer Agreement.

12. Intellectual Property

As between the parties, Nairux and its licensors own all right, title, and interest in and to the Service, the Documentation, and all related intellectual property rights, including all enhancements, modifications, and derivative works thereof. These Terms grant you only the limited rights expressly set forth herein, and no other rights or licenses are granted, whether by implication, estoppel, or otherwise.

The Nairux name, logos, product and service names, designs, and slogans are trademarks of Nairux or its affiliates. You may not use such marks without the prior written consent of Nairux. All other trademarks, service marks, and trade names referenced in the Service are the property of their respective owners.

If you provide Nairux with any feedback, suggestions, ideas, or other information regarding the Service ("Feedback"), you hereby grant Nairux a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose and without restriction, attribution, or compensation to you.

13. Confidentiality

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally, in writing, or otherwise, that is identified as confidential or that the Receiving Party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) use the Disclosing Party's Confidential Information solely as necessary to perform its obligations and exercise its rights under these Terms; (b) not disclose such Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but in no event less than reasonable care.

These obligations do not apply to information that the Receiving Party can demonstrate is or becomes generally available to the public other than through breach of these Terms, was rightfully known to the Receiving Party prior to disclosure, is rightfully received from a third party without confidentiality obligations, or is independently developed without use of the Disclosing Party's Confidential Information.

The confidentiality obligations set forth in this Section survive termination of these Terms for a period of three (3) years, except that Confidential Information that constitutes a trade secret remains protected for so long as it qualifies as a trade secret under applicable law.

14. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN AN APPLICABLE CUSTOMER AGREEMENT, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NAIRUX AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

WITHOUT LIMITING THE FOREGOING, NAIRUX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF THE SERVICE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NAIRUX, ITS AFFILIATES, OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND EVEN IF NAIRUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NAIRUX'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). IF CUSTOMER HAS ENTERED INTO A CUSTOMER AGREEMENT WITH NAIRUX, THE LIABILITY CAP IN THAT AGREEMENT GOVERNS THE CUSTOMER RELATIONSHIP AND PREVAILS OVER THIS SECTION WITH RESPECT TO CUSTOMER'S CLAIMS.

THE LIMITATIONS SET FORTH IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, OR TO BREACH OF CONFIDENTIALITY OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, OR INTELLECTUAL PROPERTY INFRINGEMENT.

16. Indemnification

You agree to defend, indemnify, and hold harmless Nairux, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of the Service in violation of these Terms or any applicable law; (b) your violation of any rights of a third party, including intellectual property, privacy, or publicity rights; or (c) any content or data you submit to the Service that infringes, misappropriates, or violates the rights of any third party.

Nairux reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Nairux, and you agree to cooperate with Nairux's defense of such claims.

17. Term and Termination

These Terms remain in effect until terminated in accordance with this Section.

You may terminate these Terms at any time by ceasing all use of the Service and, if applicable, providing written notice to Nairux in accordance with the applicable Customer Agreement.

Nairux may suspend or terminate your access to the Service immediately and without prior notice if Nairux determines, in its reasonable discretion, that you have violated these Terms or any applicable law, that such suspension or termination is necessary to protect the Service or other users, or as otherwise permitted by an applicable Customer Agreement.

Upon termination, your right to access and use the Service immediately ceases. Sections that by their nature should survive termination — including those relating to definitions, intellectual property, confidentiality, disclaimers of warranties, limitation of liability, indemnification, governing law, and general provisions — survive termination of these Terms.

18. Modifications to These Terms

Nairux may modify these Terms from time to time. If Nairux makes material changes, Nairux will provide notice through the Service, by email, or by other reasonable means at least thirty (30) days before the effective date of the modifications, except where shorter notice is required by applicable law or in connection with security or legal updates.

Your continued use of the Service after the effective date of the modified Terms constitutes your acceptance of the modifications. If you do not agree to the modified Terms, you must stop using the Service. The most current version of these Terms is available on the Nairux website at all times.

19. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) arising out of or relating to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil disturbance, governmental actions, labor disputes, telecommunications failures, internet outages, denial-of-service attacks, or failures of third-party services or suppliers. The affected party shall use commercially reasonable efforts to resume performance as soon as practicable.

20. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and the parties hereby consent to the personal jurisdiction of and venue in such courts.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

21. Export Controls and Sanctions

The Service and any technology provided by Nairux may be subject to U.S. export control and economic sanctions laws and regulations, as well as the export control laws of other applicable jurisdictions. You agree to comply with all such laws and regulations and represent that you are not located in, under the control of, or a national or resident of any country or jurisdiction subject to comprehensive U.S. sanctions and are not on any U.S. government list of restricted or denied parties.

22. U.S. Government Users

The Service is a "commercial item" as defined in 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Consistent with these provisions, the Service is licensed to U.S. Government end users only as commercial items and only with those rights as are granted to all other users pursuant to these Terms.

23. General Provisions

Entire Agreement. These Terms, together with the Nairux Privacy Policy and any applicable Customer Agreement, constitute the entire agreement between you and Nairux regarding the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties on the subject matter.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver. No waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision.

Assignment. You may not assign or transfer these Terms, in whole or in part, without Nairux's prior written consent. Nairux may freely assign or transfer these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section is void.

Notices. Notices to Nairux must be sent to legal@nairux.io. Nairux may provide notices to you through the Service, by email to the address associated with your account, or by other reasonable means.

Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

Electronic Communications and Signatures. You consent to receive communications from Nairux in electronic form. Your click of "I Accept," your electronic signature, or your continued use of the Service constitutes a valid electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the EU Electronic Identification and Trust Services Regulation (eIDAS), and other comparable laws.

Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

24. Contact

For questions about these Terms, please contact us at legal@nairux.io.