Terms Of Services

These Terms of Service (the “Terms”) outline the conditions under which you (“Customer”), on behalf of the entity you represent, may use the Services (defined below). These Terms are a binding agreement between Napsys (“Napsys”) and Customer, and become effective when you do any of the following: (1) click an acceptance box; (2) agree to an order form or other document referencing these Terms; (3) initiate a trial; (4) begin using or pay for the Services; or (5) otherwise indicate your acceptance. By taking any of these actions, you confirm that you possess the authority to legally bind the organization you represent. If you do not have such authority or do not agree with these Terms, you must not accept and may not use the Services.

1. DEFINITIONS

A. “Applicable Law” refers to all international, federal, state, provincial, local, and other relevant laws, regulations, directives, and governmental requirements that relate to these Terms or the Services provided by Napsys.
B. “Authorized Users” are the employees and contractors of Customer who have paid the necessary fees for access to and use of the Napsys Platform. Each license is assigned to an individual user and cannot be shared or reallocated among multiple users.
C. “Napsys API” means Napsys’s proprietary toolkit (including any application programming interface, along with associated source code, documentation, and development resources) that facilitates building, deploying, managing, and training generative AI solutions. This may be accessed via Napsys’s website or any other channel determined by Napsys (for example, Napsys’s developer portal).
D. “Napsys Platform” refers to Napsys’s proprietary software-as-a-service AI system that streamlines data collection and analysis.
E. “Confidential Information” indicates any information labeled or reasonably regarded as confidential under the circumstances, and is exchanged by one party (the “Discloser”) with the other party (the “Recipient”) in connection with these Terms. Confidential Information excludes information that the Recipient can demonstrate: (1) was independently developed by the Recipient; (2) was provided lawfully by a third party with no confidentiality requirement; or (3) became public knowledge without any fault of the Recipient. Napsys’s Confidential Information includes the Documentation and non-public details about Napsys Platform features and performance. Customer’s Confidential Information includes all Customer Data.
F. “Customer Data” refers to any non-public content or data that the Customer or its Authorized Users upload to the Napsys Platform or that is provided to Napsys by or for Customer while receiving the Services. It does not include Usage Data, support communications, or any submitted feedback.
G. “Documentation” consists of user-facing materials for the Napsys Platform (for example, manuals and online help files) that Napsys makes available.
H. “Intellectual Property Rights” are all types of proprietary rights worldwide, including patent rights, copyrights, moral rights, trademarks, trade secrets, and any other intellectual property rights of a similar nature.
I. “Order” means any written or electronic ordering document (including addenda) signed between Napsys and Customer that identifies the Services and applicable subscription plan.
J. “Order Term” is the duration specified in the relevant Order during which the Customer may utilize the Services under those terms.
K. “Service Limitations” are any usage constraints specified in an Order, including limitations on the number of Authorized Users or end users within the Customer’s environment.
L. “Services” covers Napsys’s provision of the Napsys Platform, Support Services, and any other services detailed in the relevant Order.
M. “Usage Data” comprises information about how the Napsys Platform is accessed and utilized, including aggregated or de-identified metrics that do not identify the Customer or its Authorized Users.

2. SERVICES

A. Access to the Napsys Platform. Upon receipt of all required fees and adherence to these Terms, Napsys grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license, valid during the Order Term, for Authorized Users to use the Napsys Platform within Customer’s business operations and in accordance with any Service Limitations and the Documentation. Napsys may periodically update or modify the Napsys Platform to better serve its overall user base.
B. Registration. To access the Services, Customer must create and maintain an account with Napsys. Customer attests that all registration information is true, accurate, and complete. Napsys reserves the right to decline registrations or discontinue providing Services if legally permitted to do so.
C. Orders. Each Order is governed by and included under these Terms. If there is a conflict between these Terms and any Order, these Terms will generally control unless the Order explicitly states that specific Order provisions supersede these Terms.
D. API License. Subject to Customer’s compliance with these Terms and payment of all applicable fees, Napsys grants a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license during the Order Term for Customer to (1) call and receive calls from the Napsys API solely for approved functionality as set forth in an Order, and (2) internally copy and modify the Napsys API to create integrations between Customer’s systems and the Napsys Platform, in each instance according to the Documentation.
E. Support Services. As long as the Customer has paid all applicable fees and complies with these Terms, Napsys will provide Customer with email-based and in-application support, or as otherwise specified in the Order (“Support Services”).
F. Subcontractors. Napsys may use third parties or subcontractors to fulfill its responsibilities under these Terms, including data processing. Napsys remains liable for subcontractor actions, unless otherwise stated in an Order. Customer may be asked to supply its own API keys for certain features and must comply with the relevant third-party terms, provided such terms do not conflict with these Terms.

3. USE RESTRICTIONS AND RESPONSIBILITIES

A. Use Restrictions. Except where explicitly permitted, the Customer must not, and must not allow others to:
1. Sell, distribute, share, rent, lease, sublicense, or otherwise permit third-party access to the Napsys Platform or Documentation.
2. Use the Napsys Platform or Documentation for delivering commercial services to third parties (for example, acting as a service bureau).
3. Use the Napsys Platform in ways that breach these Terms or any Service Limitations.
4. Attempt to disable or circumvent the Napsys Platform’s security or technical safeguards.
5. Reverse engineer, decompile, or otherwise seek to discover source code, object code, or underlying algorithms associated with the Napsys Platform.
6. Modify, translate, or create derivative works based on the Napsys Platform or Documentation.
7. Remove any proprietary notices from the Napsys Platform or Documentation.
8. Use the Napsys Platform in violation of Applicable Law or to bypass any legal restrictions.
9. Use the Napsys Platform to spread malware or send large volumes of data that may harm its performance.
10. Access the Napsys Platform to build or market a competing product.
B. Authorized Users; Accounts. The Customer is liable for any activities or omissions by its Authorized Users and anyone else to whom the Customer or its Authorized Users grant direct or indirect access to the Napsys Platform (“Downstream Entities”), as if those actions were the Customer’s own. Customer is responsible for the setup and management of its account credentials, ensuring all details are accurate. Customer is solely accountable for all account usage, whether or not authorized.
C. Third-Party Software. Certain components within the Services may include third-party software or be powered by external systems (“Third-Party Software”), which may be subject to separate license terms (including open-source or proprietary licenses). Customer agrees to abide by any licensing requirements and acknowledges that Napsys neither guarantees nor supports such Third-Party Software.
D. Optional Third-Party Services. Napsys and external vendors may offer integrations between the Services and other third-party products or services (collectively, “Third-Party Services”). Customer’s use of any Third-Party Services is solely between Customer and the external provider. Napsys does not warrant, endorse, or assume responsibility for Third-Party Services and is not liable for legal violations by external providers or for any related usage issues. Napsys may discontinue any Third-Party Service integration without providing compensation or refunds, and certain Third-Party Services might be restricted in some regions.

4. INTELLECTUAL PROPERTY AND DATA

A. Content
1. Input and Output. Certain functions within the Services allow Authorized Users to provide “Input” (for example, documents uploaded to the Napsys Platform) and to receive corresponding “Output” generated from such Input. Collectively, Input and Output are “Content.” Subject to Applicable Law, the Customer retains ownership of all Input. Where permissible by law and relevant licensing, and subject to Customer’s compliance with these Terms, Napsys assigns its interest in Output to the Customer; however, Napsys may use Content to operate, enhance, and maintain the Services, share it with relevant Third-Party Software providers, comply with Applicable Law, or enforce its terms.
2. Accuracy. Due to the nature of AI systems, some Output may be inaccurate. Customer understands it must verify the correctness of any Output, for example through human review or other validation methods.
3. Responsibility for User Content. Customer is fully responsible for its Input and any results arising from providing such Input. Napsys is not obligated to keep Input confidential unless it qualifies as Customer Data, nor is Napsys liable for any public or unauthorized disclosure of Input. Napsys may remove or change Input for any reason. Except for Customer Data or as expressly allowed here, Napsys does not endorse and is not responsible for Customer’s Input.
B. Customer Data. Customer retains ownership of Customer Data, along with related Intellectual Property Rights. Napsys’s access to Customer Data is confined to the rights outlined in these Terms. Customer grants Napsys (including subcontractors) a worldwide, irrevocable, non-exclusive, royalty-free license to host, copy, modify, create derivative works from, and otherwise process Customer Data as needed to provide the Services and as governed by Customer’s account settings and chosen functionality.
C. Napsys IP. Napsys and its licensors own all rights in the Napsys Platform, Documentation, and Usage Data, together with the associated Intellectual Property Rights (collectively, “Napsys IP”). No ownership interests in Napsys IP are transferred to the Customer under these Terms.
D. Feedback. Should the Customer offer suggestions, comments, or other input about the Services (“Feedback”), the Customer assigns all rights in that Feedback to Napsys, allowing Napsys to use it freely without obligation.
E. Usage Data. Napsys may gather and analyze Usage Data and other metrics tied to the Napsys Platform’s performance. Napsys can use this data for any lawful purpose, including to refine and improve the Services or to develop additional products and features.

5. CONFIDENTIALITY

Each party, as the Recipient of Confidential Information from the other (the Discloser), will implement reasonable measures to protect such Confidential Information and will refrain from divulging or using it except as explicitly authorized under these Terms. Recipient may only share the Discloser’s Confidential Information with employees or representatives who have a valid “need to know” basis for fulfilling these Terms, and the Recipient is accountable for ensuring compliance by those individuals. Confidential Information excludes data that becomes publicly available without fault of the Recipient, is independently developed by the Recipient, or is rightfully received from a third party without confidentiality obligations. These confidentiality obligations survive for five years following the date of disclosure (or, for trade secrets, so long as the information remains a trade secret), except where disclosure is required by Applicable Law.

6. FEES AND PAYMENT

A. Fees and Payment.
1. The Customer must pay all fees described in each Order for the Services (“Fees”). If Customer’s usage exceeds its subscribed limits (for example, higher user counts than those specified in the Order), any additional charges will apply as per Napsys’s then-current pricing structure. If usage surpasses the highest tier Napsys offers, Napsys may restrict usage or permit usage at its discretion. Napsys has the right to adjust Fees or add new charges at the end of any initial or renewal Order Term with at least 30 days’ notice to Customer. If Customer believes Napsys has issued an incorrect charge, Customer must contact Napsys within 30 days of the statement date. Fees are non-refundable except as explicitly stated otherwise.
2. Napsys may change the Fees at its discretion; such changes typically take effect at the start of the next billing cycle. Napsys will provide advance notice, enabling the Customer to discontinue the Services before the new Fees apply. Ongoing use of the Services constitutes acceptance of any Fee adjustments.
3. If not otherwise noted in the Order, recurring subscription charges are due within 30 days after the end of the month in which they’re incurred. Overdue invoices can incur interest at the lesser of 1.5% monthly or the maximum rate permitted by law, plus related collection costs, and could result in restricted access. Customer must pay all Fees in U.S. Dollars.
B. Payment Processing. Napsys may require Customer to pay using a credit card, debit card, or other payment mechanism administered by a third-party (“Payment Processor”). By providing Napsys or the Payment Processor with payment information, Customer authorizes recurring billing as dictated by the Order. If Napsys uses Stripe, Inc. (“Stripe”) as its Payment Processor, the Stripe Services Agreement (including the Stripe Connected Account Agreement and Stripe’s Terms of Service) also applies. The Customer agrees to keep its payment credentials accurate and up to date.
C. Taxes. Except for taxes on Napsys’s net income, the Customer is responsible for all taxes, duties, or similar charges connected to the Services.

7. TERM AND TERMINATION

A. Term. These Terms start on the date of the first active Order and continue until ended pursuant to these Terms (“Term”). If an Order does not specify a term length, the default term is one month. Orders automatically renew for successive periods of the same length, unless a party provides at least two (2) business days’ advance written notice of non-renewal.
B. Termination for Breach or Insolvency. Either party may end these Terms or an Order if the other party commits a material breach that is either incurable or not remedied within 30 days of receiving notice. Napsys may immediately terminate or suspend these Terms, without a cure period, if Customer violates Section 3.A or any provision relating to Napsys’s Intellectual Property Rights or Confidential Information. Napsys may also terminate if the Customer is subject to bankruptcy, insolvency, or similar proceedings.
C. Effect of Termination. Any termination or expiration automatically ends all active Orders, although terminating a single Order does not necessarily terminate all Orders unless otherwise stated. Upon termination or expiration, all rights granted to Customer under these Terms or the specific Order will cease. Neither party is liable to the other for termination under these Terms if performed in accordance with the Terms. Termination does not negate any existing liabilities for events before the termination date.
D. Post-Termination Obligations. After termination or expiration, Napsys will, for 30 days, permit Customer to retrieve any stored Customer Data. After this 30-day period, Napsys will delete the Customer Data. No refunds are provided for any prepaid Fees, and the Customer must pay all outstanding usage charges. Sections addressing ownership, confidentiality, payment obligations, indemnification, and liability limitations survive termination, along with any other provisions inherently meant to remain in effect.

8. WARRANTIES AND DISCLAIMER

A. Mutual Warranties. Each party guarantees that:
1. These Terms are legally binding and enforceable.
2. No additional third-party approvals are required for valid execution and fulfillment of these Terms.
3. Entering into these Terms does not breach any other agreement or legal requirement applicable to that party.
B. Napsys Warranty. Napsys represents that:
1. The Services will be conducted in a professional manner consistent with industry standards.
2. Napsys has the rights to permit Customer’s authorized use of the Napsys Platform as described in these Terms.
C. Customer Warranty. Customer warrants that:
1. It holds the necessary rights and consents to permit Napsys’s use of all data provided (including Input) in accordance with these Terms.
2. Such usage does not violate the rights of any third party (including Intellectual Property Rights or privacy interests).
3. Customer will use the Napsys Platform according to the Documentation and Applicable Law.
4. All Authorized User data and registrations will be accurate and valid.
5. Customer will not submit any confidential third-party information as Input unless properly authorized.
D. Combinations. Napsys is not liable for any claim of Intellectual Property infringement if caused by:
1. Use of the Napsys Platform with products or services not supplied or recommended by Napsys.
2. Requirements specified by Customer.
3. Use of the Napsys Platform outside these Terms or beyond the licensed scope.
4. Failure to follow Napsys’s Documentation.
5. Modifications not made or authorized in writing by Napsys.
E. Disclaimer. Except for the limited warranties stated in this Section 8, the Napsys Platform, Services, and Documentation are provided “as is.” Napsys disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Napsys does not guarantee that the Napsys Platform will meet Customer’s needs, function error-free, or operate uninterrupted. Napsys offers no warranties regarding Third-Party Software. Certain jurisdictions do not permit the exclusion or limitation of implied warranties, so those limitations may not apply in some cases.
F. Beta Features. Napsys might provide “alpha” or “beta” features (collectively “Beta Features”), which are offered “as is” and with no assurance of future availability. Use of Beta Features is at the Customer’s own risk.

9. INDEMNIFICATION

A. Defense. At Napsys’s request, Customer will defend Napsys and its officers, directors, employees, agents, service providers, licensors, and affiliates (collectively, “Napsys Indemnified Parties”) from any third-party claim, lawsuit, or proceeding arising out of Customer’s breach of Section 3 (Use Restrictions and Responsibilities) or Section 8 (Warranties and Disclaimer) (“Customer Indemnifiable Claim”). If Napsys requests a defense, Napsys must promptly notify Customer, provide Customer with reasonable cooperation, and allow Customer to control the defense and settlement, provided Customer does not admit any fault or liability on Napsys’s part without Napsys’s consent. Napsys may participate in the defense at its own expense.
B. Indemnification. Customer must reimburse the Napsys Indemnified Parties for any settlement amounts or court judgments (including reasonable attorneys’ fees) resulting from the Customer Indemnifiable Claim.
C. IP Infringement. If the Napsys Platform is found—or Napsys anticipates it could be found—to infringe any third-party Intellectual Property Rights, Napsys may at its own expense (1) make the Napsys Platform non-infringing, or (2) procure a license allowing continued usage. If neither option is feasible, Napsys may terminate these Terms. This subsection states Napsys’s entire liability and Customer’s only remedy for any alleged infringement related to the Napsys Platform.

10. LIMITATIONS OF LIABILITY

A. Exclusion of Damages. Napsys will not be liable for any indirect, incidental, special, or consequential damages (including loss of profit or business) arising from or related to these Terms, even if advised of the possibility of such damages.
B. Damages Cap. In no event will Napsys’s total liability of any kind arising from these Terms exceed the total fees paid by Customer to Napsys under these Terms in the 12 months preceding the claim, minus any liabilities already incurred by Napsys in that period.
C. Applicability. Some jurisdictions do not allow the exclusion or limitation of liability for certain damages. This Section applies to the fullest extent allowed under Applicable Law.

11. ARBITRATION

Any dispute or claim related to these Terms that cannot be resolved through direct negotiation will be settled by binding arbitration (“Arbitration”) at the written request of either party. The Arbitration will be administered under the American Arbitration Association’s Commercial Dispute Resolution Procedures by a single arbitrator chosen according to those rules, and conducted in English in [jurisdiction]. The arbitrator’s decision will be final, and a court with proper jurisdiction may enter judgment on the award. The proceedings and the outcome are treated as Confidential Information. The arbitrator will not have authority to award punitive damages against any party. Nothing in this Section prevents either party from seeking injunctive relief or filing a suit in court to address an intellectual property infringement claim.

12. MISCELLANEOUS

A. Publicity. Napsys may publicly identify Customer as a client, and may use Customer’s name, trademark, or logo in promotional materials, sales presentations, or other public communications.
B. Governing Law. These Terms are governed by the laws of [governing jurisdiction] without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 11 (Arbitration), any legal proceeding arising from these Terms must be brought in [jurisdiction].
C. Injunctive Relief. A breach of Section 3 (Use Restrictions), Section 4 (Intellectual Property and Data), or Section 5 (Confidentiality) could cause irreparable harm. The affected party may seek equitable relief, including an injunction, in addition to other available legal remedies.
D. Further Assurances. Each party will cooperate and execute any additional documentation needed to realize and protect the other party’s rights under these Terms.
E. Attorneys’ Fees. In any action to enforce these Terms, the prevailing party is entitled to recover reasonable attorneys’ fees and costs.
F. Assignment. Customer may not assign or transfer these Terms without Napsys’s prior written consent. Any attempted assignment without consent is void. Napsys may assign these Terms freely. These Terms bind and benefit the parties’ permitted successors and assigns.
G. Severability. If any provision is deemed invalid or unenforceable, the remainder of these Terms remains intact.
H. No Waiver. Failure to exercise a right or delay in enforcing a right under these Terms does not constitute a waiver of that right.
I. Entire Agreement. These Terms (including the Privacy Policy and any Orders) constitute the full understanding between the parties regarding the subject matter. Any other statements or provisions—such as extra terms in a purchase order—are void. Trade usage or other common practices do not modify these Terms.
J. Amendment. Any change to these Terms must be in writing, signed by both parties, clearly stating that it modifies these Terms.
K. Relationship. The parties are independent contractors. These Terms do not establish an agency, partnership, or joint venture.
L. No Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms.
M. Notices. Any required notices under these Terms must be in writing and will be deemed delivered (1) immediately upon personal delivery or courier service; (2) three business days after mailing via registered or certified U.S. mail (return receipt requested); or (3) upon confirmation of receipt if by email. Either party may update its notice address by giving appropriate notice.Notices to Napsys must be sent to:
Napsys
[Registered business address]
Email: info@napsys.ai
Attn: Legal
N. Force Majeure. Napsys is not responsible for delays or failures caused by events outside its reasonable control (“Force Majeure Event”). If Napsys cannot fulfill its obligations for more than 30 consecutive days due to a Force Majeure Event, either party may terminate these Terms.
O. Interpretation. If these Terms are translated for convenience and there is a discrepancy, the English version prevails. Headings are for reference only and do not affect interpretation. “Including” means “including without limitation.”
P. Counterparts. These Terms may be signed in counterparts, each treated as an original, but taken together they represent one and the same agreement.

Napsys.ai Terms of Service

1. Acceptance of Terms

By accessing or using Napsys.ai’s services, website, or platform (collectively, "Services"), you agree to be bound by these Terms of Service ("Terms").
If you are accessing or using the Services 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 with any part of these Terms, you must not use our Services.

2. Use License

Subject to your compliance with these Terms, Napsys.ai grants you a non-exclusive, non-transferable, limited right to access and use the Services for your internal business purposes.
You agree not to use the Services for any purpose that is unlawful or prohibited by these Terms.

3. User Responsibilities

You are responsible for all activities that occur under your account.
You must keep your account information and passwords secure and not disclose them to any third party.
You agree to notify Napsys.ai immediately of any unauthorized use of your account.

4. Intellectual Property

All rights, title, and interest in the Services, including all related intellectual property rights, are and will remain the sole property of Napsys.ai.
These Terms do not transfer any rights, title, or interest in the Services software to you.

5. Feedback and Suggestions

You may choose to provide suggestions, ideas, or feedback regarding the Services ("Feedback").
By submitting Feedback, you grant Napsys.ai a perpetual, irrevocable, royalty-free license to use and incorporate such Feedback.

6. Privacy and Data Protection

Napsys.ai’s use of any personal information you provide during the use of the Services is governed by our Privacy Policy.

7. Termination

These Terms are effective until terminated.
Napsys.ai may terminate or suspend your access to the Services without prior notice for any reason, including any violation of these Terms.

8. Disclaimers

The Services are provided "as is" and Napsys.ai makes no warranties of any kind, express or implied, as to the Services' operation or the information, content, materials, or products included.

9. Limitation of Liability

To the extent permitted by law, Napsys.ai shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of the Services.

10. Amendments to Terms

Napsys.ai reserves the right, at its sole discretion, to change or modify portions of these Terms at any time.
Continued use of the Services following the posting of any changes to these Terms implies acceptance of those changes.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Napsys.ai is registered, without giving effect to any principles of conflicts of law.
Continued use of the Services following the posting of any changes to these Terms implies acceptance of those changes.

12. Contact Information

For any questions about these Terms, please contact Napsys.ai at info@napsys.ai

By using Napsys.ai’s Services, you acknowledge that you have read and understood these Terms and agree to be bound by them.

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