Terms of Service

1. Acceptance of Terms

By accessing or using any services provided by Northly AI ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, you may not access or use our services.

2. Description of Services

Northly AI provides artificial intelligence consulting, development, and implementation services including but not limited to:

• AI strategy and consulting
• Custom AI development and integration
• Machine learning model development
• AI-powered content creation tools
• Agentic AI solutions
• AI training and support services

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without prior notice.

3. User Accounts and Registration

To access certain services, you may be required to register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate accounts that violate these Terms or are used for fraudulent or illegal activities.

4. Intellectual Property Rights

Our Intellectual Property: All content, features, and functionality available through our services, including but not limited to text, graphics, logos, images, software, and AI models, are the exclusive property of Northly AI and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

Your Content: You retain ownership of any content you submit, post, or display on or through our services. By submitting content, you grant Northly AI a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display such content solely for the purpose of providing our services to you.

AI-Generated Content: Content generated by our AI systems based on your inputs is considered a derivative work. You receive a license to use such generated content for your business purposes, but Northly AI retains ownership of the underlying AI models and technology.

5. Payment Terms

For paid services, you agree to pay all applicable fees as described in your service agreement or on our pricing page. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise specified.

We reserve the right to change our pricing with 30 days' notice. Continued use of our services after price changes constitutes your agreement to pay the modified amount.

Late payments may be subject to interest charges of 1.5% per month or the maximum rate permitted by law.

6. Data Privacy and Security

We are committed to protecting your privacy and securing your data. Our Privacy Policy explains how we collect, use, and protect your information and is incorporated into these Terms by reference.

You acknowledge that AI systems may process and analyze your data to provide services. We implement appropriate technical and organizational measures to protect your data, but cannot guarantee absolute security.

You are responsible for complying with applicable data protection laws regarding any personal data you provide to us.

7. Acceptable Use

You agree not to use our services to:

• Violate any applicable laws or regulations
• Infringe upon the intellectual property rights of others
• Transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of our services
• Use our services to develop competing products or services
• Reverse engineer, decompile, or disassemble any aspect of our services

8. Third-Party Services

Our services may integrate with or provide links to third-party services. We are not responsible for the content, policies, or practices of any third-party services. Your use of third-party services is subject to their respective terms and conditions.

9. Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NORTHLY AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. AI-GENERATED CONTENT MAY CONTAIN INACCURACIES AND SHOULD BE VERIFIED BEFORE RELYING ON IT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NORTHLY AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE OUR SERVICES
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY USING OUR SERVICES
• ANY CONTENT OBTAINED FROM OUR SERVICES
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID TO NORTHLY AI IN THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to indemnify and hold harmless Northly AI and its officers, directors, employees, and agents from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with:

• Your access to or use of our services
• Your violation of these Terms
• Your violation of any third-party right, including without limitation any intellectual property right or privacy right
• Any content you submit, post, or transmit through our services

12. Termination

We may terminate or suspend your access to our services immediately, without prior notice or liability, for any reason, including if you breach these Terms.

Upon termination, your right to use our services will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Any dispute arising from these Terms or your use of our services shall be resolved through binding arbitration in Delaware, in accordance with the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

14. Changes to Terms

We reserve the right to modify these Terms at any time. If we make changes, we will provide notice by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after any changes constitutes your acceptance of the new Terms.

15. Miscellaneous

Entire Agreement: These Terms constitute the entire agreement between you and Northly AI regarding our services and supersede all prior agreements and understandings.

Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms without restriction.