1. Acceptance of Terms
By accessing or using NimbleBrain services ("the Services") provided by NimbleBrain, Inc. ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Services.
2. Description of Services
NimbleBrain is an AI consultancy and infrastructure company. We provide:
- AI consulting and implementation services
- Custom AI agent development and deployment
- AI infrastructure and platform engineering
- Open-source tools and frameworks (Upjack, mpak)
- Enterprise security and compliance solutions
Third-Party Services
Our Services may integrate with third-party platforms and AI providers. Your use of these integrations is subject to the terms and policies of those third-party providers. We are not responsible for the availability, accuracy, or content of third-party services.
3. Engagement and Access
To engage with our Services, you must:
- Provide accurate company and contact information
- Be at least 18 years old
- Have authority to enter into this agreement on behalf of your organization
- Maintain the confidentiality of any credentials or access we provide
- Notify us immediately of any unauthorized access
You are responsible for all activities that occur under your account or engagement.
4. Acceptable Use Policy
You agree not to use the Services to:
- Violate any applicable laws or regulations
- Infringe on intellectual property rights
- Distribute malware, viruses, or harmful code
- Attempt to gain unauthorized access to systems
- Interfere with or disrupt the Services
- Use the Services for illegal or harmful activities
- Reverse engineer or attempt to extract source code from proprietary deliverables
5. Fees and Payment
Consulting Engagements
Fees for consulting and implementation services are defined in individual Statements of Work (SOWs) or engagement agreements executed between you and NimbleBrain.
Payment Terms
- Payment terms are specified in your SOW or engagement agreement
- All fees are non-refundable unless otherwise stated in your agreement
- Late payments may incur interest at the rate specified in your agreement
- We reserve the right to suspend Services for non-payment
6. Data and Privacy
Our handling of your data is governed by our Privacy Policy. By using the Services, you agree to our data practices as described in the Privacy Policy.
Your Data
- You retain ownership of your data
- We may process your data to provide the Services
- You are responsible for the legality of your data
- We implement security measures to protect your data
- We do not use your data to train AI models
7. Intellectual Property
Our Rights
NimbleBrain's proprietary tools, frameworks, methodologies, and pre-existing intellectual property remain our property. This includes our open-source projects (Upjack, mpak) which are governed by their respective open-source licenses.
Your Rights
Unless otherwise specified in your SOW, custom deliverables built specifically for your engagement are assigned to you upon full payment. Pre-existing IP and reusable components remain licensed to you on a non-exclusive basis.
Feedback
Any feedback or suggestions you provide about the Services may be used by us without restriction or compensation.
Trademarks
"NimbleBrain," "Upjack," "mpak," and "Deep Agent" are trademarks of NimbleBrain, Inc. "Deep Agent" is a trademark pending registration with the U.S. Patent and Trademark Office (Serial No. 98744730).
You may not use our trademarks without our prior written consent, except as permitted by applicable trademark law.
8. Confidentiality
Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. Confidential information includes business processes, technical architecture, trade secrets, and any information marked as confidential.
Confidentiality obligations survive termination of these Terms for a period of two (2) years.
9. Termination
By You
You may terminate your engagement by providing written notice as specified in your SOW or engagement agreement.
By Us
We may suspend or terminate Services if you:
- Violate these Terms
- Fail to pay fees when due
- Engage in prohibited activities
- Present a security risk to our systems or other clients
Effect of Termination
Upon termination:
- Active Services will cease per the terms of your SOW
- We will deliver any completed work product
- Your data will be returned or deleted within 30 days upon request
- Outstanding fees remain due
- Confidentiality and IP provisions survive termination
10. Disclaimers and Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
We do not warrant that AI systems will produce error-free results or that automated processes will be uninterrupted.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM.
WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
12. Indemnification
You agree to indemnify and hold us harmless from any claims, losses, damages, or expenses arising from:
- Your use of the Services
- Your violation of these Terms
- Your violation of applicable laws
- Your infringement of third-party rights
13. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions.
Informal Resolution First
Before filing any formal dispute, you agree to contact us at legal@nimblebrain.ai and attempt to resolve the dispute informally for at least 30 days.
Binding Arbitration
If informal resolution fails, any dispute arising from these Terms or the Services will be resolved through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will be conducted in Delaware, or another mutually agreed location.
Arbitration Fees
Each party will bear its own arbitration costs and attorney's fees, unless the arbitrator determines that a claim was frivolous, in which case the losing party will pay the prevailing party's reasonable costs.
Class Action Waiver
YOU AND NIMBLEBRAIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Exceptions
Either party may bring claims in small claims court if eligible. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent infringement of intellectual property rights.
14. Changes to Terms
We may modify these Terms at any time. We will notify you of material changes by:
- Posting updated Terms on our website
- Sending email notification
- Updating the "Last updated" date
Continued use of the Services after changes constitutes acceptance of the new Terms.
15. Miscellaneous
Entire Agreement
These Terms, along with our Privacy Policy and any executed SOWs, constitute the entire agreement between you and us. In the event of a conflict, the SOW takes precedence over these Terms.
Severability
If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.
Assignment
We may assign these Terms without your consent. You may not assign your rights without our written consent.
Force Majeure
We are not liable for delays or failures due to circumstances beyond our reasonable control.
16. Contact Information
For questions about these Terms, contact us:
Email: legal@nimblebrain.ai
Support: support@nimblebrain.ai
Address:
NimbleBrain, Inc.
1151 Walker Rd Ste 100 #191
Dover, DE 19904
United States