Legal
NomadicML Main Services Agreement
NomadicML Main Services Agreement
This NomadicML Main Services Agreement (“Agreement”) is entered into between NomadicML Inc. (“NomadicML”, “we”, “us”, or “our”) and you or the entity you represent (“Customer” or “you”) as of the Effective Date. This Agreement sets forth the terms and conditions under which Customer may access and use the Services. BY ACCEPTING THIS AGREEMENT, INCLUDING BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, Customer agrees to be bound by the terms of this Agreement, including the Documentation, Acceptable Use Policy, and represents that the person accepting this Agreement has the legal authority to bind Customer to this Agreement.1. NOMADICML’S PROVISION OF SERVICES
1.1 Provision of Services
NomadicML will provide the Services in accordance with the terms and conditions of this Agreement and any applicable Order Form. The Services include our visual AI platform for video analysis, utilizing advanced machine learning models and computer vision technologies.1.2 Security
NomadicML will implement and maintain industry-standard information security measures with administrative, physical, and technical safeguards designed to protect Customer Data. Customer acknowledges that Customer Data may be processed by NomadicML in the United States or in other countries in which NomadicML or its contractors operate.1.3 Changes to Services
NomadicML may, at its discretion, update, modify, or enhance the Services from time to time. NomadicML will notify Customer in advance of changes that materially reduce core functionality.2. CUSTOMER’S USE OF SERVICES
2.1 Customer Account Administration
Customer must maintain an Account to use the Services. Customer is responsible for:- Designating administrators for its Account
- Maintaining updated contact information
- Managing access to administrator accounts
- Ensuring Authorized Users comply with this Agreement
2.2 Customer Responsibilities
Customer is responsible for any use of the Services through its Account, including all use by Authorized Users. Customer will:- Maintain confidentiality of account credentials
- Prevent unauthorized use of the Services
- Not permit sharing of user accounts and passwords
- Ensure all uploaded content complies with applicable laws
2.3 Compliance
Customer may only use the Services in accordance with: (a) applicable laws and regulations, (b) this Agreement, (c) the Documentation, and (d) our Acceptable Use Policy. Customer will provide information necessary for NomadicML to verify compliance if requested.2.4 Customer Materials
Customer represents and warrants that: (a) it has necessary rights to provide Customer Data to NomadicML, (b) use of Customer Data under this Agreement will not violate third party rights, and (c) Customer Data will not contain restricted information unless agreed in writing.2.5 Use Restrictions
Customer will not (and will not allow any third party to):- (a) reverse engineer, decompile, or attempt to discover source code of the Services
- (b) copy, modify, or create derivative works of the Services
- (c) sell, resell, or distribute the Services
- (d) use the Services to create competitive products or for benchmarking
- (e) remove proprietary notices
- (f) use the Services or Output for hazardous activities where failure could cause serious injury or death
- (g) violate export control laws or regulations
2.6 Suspension
NomadicML may suspend access if: (a) Customer’s use poses a security risk or may adversely affect the Services, (b) Customer breaches this Agreement, or (c) to comply with legal requirements. NomadicML will provide prompt notice when practicable.3. INTELLECTUAL PROPERTY RIGHTS
3.1 NomadicML Technology
Except for rights expressly granted herein, NomadicML owns and reserves all rights in the NomadicML Technology, including the Services, algorithms, models, and any improvements or enhancements thereto. Customer receives only a limited license to use the Services during the Term.3.2 Customer Intellectual Property
Customer owns the Output and Customer Applications. Customer grants NomadicML a worldwide, royalty-free license to use: (a) Customer Data to provide the Services and generate Output, and (b) Customer Data and Output to analyze, support, and improve NomadicML’s products and services, including development of machine learning models and algorithms.3.3 NomadicML Data
NomadicML may collect and create usage data, statistics, aggregated and anonymized data, and de-identified insights derived from Customer’s use of the Services and processing of Customer Data (“NomadicML Data”). NomadicML may use NomadicML Data to: (a) provide, analyze, support, and improve products and services, and (b) create and distribute reports about our services. NomadicML will not identify Customer as a source without prior written approval.3.4 Background Intellectual Property
NomadicML retains all rights in proprietary methodologies, tools, models, software, documentation, know-how, and inventions: (a) existing prior to this Agreement, (b) developed independently, or (c) developed in connection with the Services but not specific Output or derivatives of Customer Data.3.5 Suggestions
Any feedback or suggestions regarding the Services become NomadicML’s property without obligation or compensation to Customer.3.6 Customer Marketing
NomadicML may use Customer’s name and logo to: (a) identify Customer as a NomadicML customer, (b) produce case studies with Customer approval, and (c) create marketing materials.4. FEES AND PAYMENT
4.1 Fees
Customer will pay the Fees described in the Order Form. All Fees are non-refundable except as expressly provided herein and not subject to set-off.4.2 Invoicing & Payment
Payment terms are as specified in the Order Form. If not specified:- Subscription fees are due monthly in advance
- Overage fees are due monthly in arrears
- Invoices are payable within 30 days
- Customer authorizes charging payment methods on file for amounts due
4.3 Disputes & Late Payments
Customer must dispute Fees within 60 days of invoice date. Past due amounts accrue interest at 1.5% per month. NomadicML may suspend Services for non-payment after 5 days notice.4.4 Taxes
Customer is responsible for all taxes except those on NomadicML’s net income. NomadicML will invoice applicable sales tax when required.5. TERM AND TERMINATION
5.1 Agreement Term
This Agreement remains in effect for the Term specified in the Order Form, with automatic renewals unless either party provides notice per the Order Form terms.5.2 Termination
Either party may terminate if: (a) the other materially breaches and fails to cure within 10 days of notice, or (b) the other becomes subject to insolvency proceedings. NomadicML may terminate to comply with law.5.3 Effect of Termination
Upon termination: (a) fees become immediately due, (b) rights granted cease except as provided herein, (c) Customer Data remains available for retrieval for 30 days, and (d) sections that should survive will survive, including Sections 3, 4, 6-11.6. CONFIDENTIALITY
6.1 Definition
“Confidential Information” means business or technical information disclosed under this Agreement that is marked confidential or would be considered confidential by a reasonable person. This Agreement and Order Forms are mutual Confidential Information. NomadicML Technology is NomadicML’s Confidential Information. Customer Data and Output are Customer’s Confidential Information.6.2 Obligations
Each party will: (a) not use Confidential Information except as permitted herein, and (b) limit access to those who need it for permitted purposes under confidentiality obligations.6.3 Exceptions
Obligations don’t apply to information that: (a) becomes public through no fault, (b) was known without confidentiality obligation, (c) is received from third party without restriction, or (d) is independently developed.6.4 Compelled Disclosure
Parties may disclose when legally required, with prior notice when permitted and reasonable assistance to contest disclosure.7. WARRANTIES AND DISCLAIMERS
7.1 Mutual Warranties
Each party warrants it has authority to enter this Agreement.7.2 Service Warranty
NomadicML warrants the Services will perform substantially per Documentation. Customer’s sole remedy is correction or, if not feasible, termination and pro-rata refund.7.3 DISCLAIMERS
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY PROVIDED, NOMADICML DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES AND OUTPUT ARE PROVIDED “AS IS”. NOMADICML DOES NOT WARRANT THAT SERVICES OR OUTPUT ARE ACCURATE, COMPLETE, OR UNINTERRUPTED.7.4 AI Output
Customer acknowledges that Output is generated by probabilistic AI systems. NomadicML makes no warranty regarding Output accuracy. Customer is solely responsible for evaluating and using Output.7.5 Beta Services
Beta features are provided “as-is” without warranty or support and may change or be discontinued anytime.8. INDEMNIFICATION
8.1 By Customer
Customer will indemnify NomadicML from third-party claims arising from: (a) Customer Data, (b) Customer’s use of Services or Output, (c) Customer Applications, or (d) breach of this Agreement.8.2 By NomadicML
NomadicML will indemnify Customer from third-party claims that NomadicML’s technology infringes US patents or copyrights, except arising from: (a) Customer specifications or data, (b) modifications not by NomadicML, (c) combination with third-party products, or (d) use after notice of infringement.8.3 Procedures
Indemnified party must promptly notify and grant control of defense. These are the exclusive remedies for third-party IP claims.9. LIMITATION OF LIABILITY
9.1 Consequential Damages Waiver
EXCEPT FOR CUSTOMER’S BREACH OF SECTION 2.5 OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS OR DATA, EVEN IF ADVISED OF POSSIBILITY.9.2 Liability Cap
EXCEPT AS PROVIDED IN 9.1, EACH PARTY’S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID OR PAYABLE IN THE 12 MONTHS PRECEDING THE CLAIM.9.3 Decisions Based on Output
Customer is solely responsible for all decisions based on Output. Results from AI are probabilistic and should be evaluated for accuracy appropriate to use case.10. DISPUTES
10.1 Governing Law
This Agreement is governed by California law, excluding conflicts provisions.10.2 Jurisdiction
Disputes shall be resolved exclusively in San Francisco County, California courts.11. GENERAL PROVISIONS
11.1 Entire Agreement
This Agreement and Order Forms constitute the entire agreement between parties and supersede prior agreements.11.2 Agreement Modification
NomadicML may modify this Agreement with 30 days notice for material changes.11.3 Assignment
Neither party may assign without consent, except to affiliates or acquirers of substantially all assets.11.4 Export Compliance
Customer shall comply with all export laws and regulations.11.5 Force Majeure
Neither party is liable for delays due to circumstances beyond reasonable control.11.6 Support Terms
NomadicML will provide technical support via email at support@nomadicml.com and designated channels during business hours (10:00 AM - 6:00 PM Pacific Time, excluding holidays). Support includes:- Response to inquiries within one business day
- Assistance with platform features and functionality
- Bug investigation and resolution efforts
- Documentation and training resources