Terms of Service
Preamble
Nido AI provides an API that allows its users to use Nido AI’s artificial intelligence models for text generation purposes, alongside with a range of complementary services (the “API Services”).
This agreement (the “Agreement”) is entered into by and between NIDO PTE. LTD. , a Singapore entity registered at Singapore under UEN 202400465M ("Nido AI" or “Nido”, also referred to with the possessive adjective “Our” or “Us”) and the customer who subscribes, accesses or uses the API Services (the “Customer”). This Agreement applies to any subscription, access or use of the API Services by the Customer.
Accessing or using the API Services for benchmarking or competitive monitoring purposes is strictly prohibited. Nido AI’s competitors shall not use the API Services without Nido AI’s prior written consent.
1. Definitions
Definitions provided in this document. The capitalized words in this document shall have the meaning set forth below:
“Agreement”: means the agreement entered into by and between the Parties, composed of:
The “Purchase Order”: means any and all purchase orders entered into by the Parties that references this Agreement, including but not limited to any Purchase Order created by Nido AI following the Customer’s purchase of the Services through the online Payment Services or via the in-app purchase,
These “Terms of Service” or “ToS”: means this document governing the subscription to and the use of the API Services by the Customer,
The “Terms of Use”: means the terms governing the Customer’s use of any and all Services provided by Nido AI, including but not limited to the API Services,
The “Data Processing Agreement”: means the agreement governing the processing of Personal Data performed by the Parties in connection with the Services,
And all materials referred or linked to in the above mentioned documents, unless otherwise stated.
“Anomaly”: means any anomaly affecting the proper functioning of the API.
“API”: means Nido AI’s application programming interface that allows the Customer to use the Model(s).
“API Key”: means the unique authentication code provided by Nido AI to the Customer allowing the Customer to access and use the API.
“API Services”: means the services provided by Nido AI to the Customer under these Terms of Service, including but not limited to the API.
“Applicable Data Protection Law”: means (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (the “GDPR”) and (ii) the data protection laws and regulations applicable in France.
“Authorized Users”: means the Customer’s employees and/or independent contractors, allowed by the Customer to access and use the Services on the Customer’s behalf.
“Billing Cycle”: means the frequency at which the Customer is billed for the Fees, based on the Customer’s Subscription Plan.
“Business Hours”: means from 9 am to 6 pm on a Business Day.
“Business Days”: means from Monday to Friday, excluding Singapore public holidays.
“Consumer”: has the meaning given in Section 11 of these Terms of Service.
“Customer” or “You”: means the customer who subscribes to, accesses or uses the Services.
“Customer Application”: means the application edited and operated by the Customer under its sole control and responsibility, that the Customer may connect to the API to benefit from the API Services.
“Documentation”: means the documentation related to the API Services and available on the Platform or otherwise provided by Nido AI, as may be updated from time to time.
“Effective Date”: means the earlier of (i) the date the Customer first uses the API Services or (ii) the date the Customer accepts these Terms of Service.
“End-Users”: means any person who uses the Customer Application.
“Fees”: means the applicable fees mentioned on the Platform.
“Payment Services”: means the online payment services provided by Stripe Technology Europe Limited, having its principal office at The OneBuilding, 1, Lower Grand Canal Street,Dublin 2, Ireland, and registered as a payment service provider in Ireland under number C187865 (the “Payment Services Provider” or the “PSP”), allowing the Customer to pay the Fees on the Platform.
“Subscription”: means the Customer’s subscription to the API Services.
“Subscription Plan”: means the specific set of API Services the Customer subscribes to. The available Subscription Plans are mentioned on the Platform and may be amended from time to time by Nido AI at its sole discretion.
“Subscription Term”: has the meaning given in Section 10 of these Terms of Service.
“Taxes”: means all taxes, fees levies, duties, or similar governmental charge that may be assessed or imposed by any State, jurisdiction or country, excluding taxes predicated on Nido AI’s net profit, net worth, asset value, estate value, or workforce.
“Technical Support”: means the technical support services provided by Nido AI to the Customer under Section 5 of these Terms of Service.
“Ticketing Platform”: means the ticketing application provided by Nido AI to the Customer, where the Customer can request Technical Support.
“Upgrade”: means any new version of the API Services that introduces new features, enhancements, or improvements beyond the current version provided to the Customer under the Customer’s Subscription Plan.
Definitions provided in the Terms of Use. Any capitalized words that are not defined in these Terms of Services shall have the meaning given in the Terms of Use.
2. Purpose and scope
Purpose. This Agreement sets forth the rights and responsibilities of Nido AI and the Customer in connection with the subscription to and/or use of the API Services.
Contractual documents. This Agreement includes (i) any current or future Purchase Order, (ii) these Terms of Service, (iii) the Terms of Use, (iv) the Data Processing Agreement, (v) where applicable the master services agreement and (vi) all materials referred or linked to in the above mentioned documents as may be amended from time to time and all such documents are incorporated by this reference.
Hierarchy. In case of any conflict or discrepancies between these contractual documents, the terms of the Purchase Order will prevail.
3. Acceptance
General Principle. Any access, use or subscription to the API Services implies the Customer’s unreserved acceptance of the Terms of Services. By accessing or using the API Services, the Customer expressly agrees to abide by and be bound by this Agreement.
Acceptance on behalf of another person. If you accept these Terms of Service on behalf of your employer or a legal entity, you warrant and represent that you possess the authority to act and accept these Terms of Service on their behalf. In such a case, the word “Customer” in this Agreement will refer to your employer or that legal entity.
4. Access to the API Services
Subscription process. The Customer must subscribe to the API Services to fully access and use the API Services. To subscribe to the API Services, Your must:
Create Your Account, in compliance with the Terms of Use,
Choose Your Subscription Plan,
Choose Your payment method. If You choose to pay the Fees via credit card, an imprint of its credit card may be taken to verify the validity of the card. This process is solely for verification purposes and does not result in any immediate charges unless explicitly stated,
Provide Your payment and billing information by filling in the form available on the Platform. The Customer must provide loyal, up-to-date, complete and accurate payment and billing information. The Customer shall promptly update its payment and/or billing information in order to keep such information current, complete and up-to-date. This change can be made through the Customer’s Account on the Platform,
Accept this Agreement,
Review the Purchase Order, and
Validate the Purchase Order.
Subscription verification process. Nido AI and/or the Payment Services Provider will verify the information provided by the Customer during the Subscription process. Nido AI reserves the right to decline the Customer’s Subscription to the Services in case of any suspected OFAC regulation violation or instances of fraud and/or misrepresentation. In such cases, (i) Nido AI will notify the Customer by email, (ii) Nido Ai will refund the Customer of any pre-paid Fees under this Agreement and (iii) this Agreement will automatically terminate.
Confirmation of the Subscription. Nido AI will send the Customer a confirmation of its Subscription to the API Services at the email address provided by the Customer in its Account. This confirmation does not constitute an invoice. The Customer will be able to access and use the API Services once the Customer has received such confirmation.
5. The API Services
5.1. The API
Provision of the API. During the Subscription Term and subject to the Customer’s compliance with this Agreement, Nido AI will make the API available to the Customer under the terms and conditions set forth in this Agreement.
License. Nido AI grants to the Customer a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the API Services for the Subscription Term, for the purpose of (i) incorporating the API into its products and services or (ii) using the API for its own internal business needs, in compliance with this Agreement and the applicable law. The right to use the Services includes the right to allow (i) the Authorized Users to use the API Services and (ii) the End Users to use the API through the Customer Application.
Restrictions. For the avoidance of any doubt, the Customer’s right to use the API Services is subject to Section 7 of the Terms of Use.
API Key. Once the Customer has subscribed to the Services, Nido AI will provide the Customer with an API Key. The Customer shall set-up and use the API Key in compliance with the associated Documentation to be able to use the API. The Customer acknowledges and agrees that the API Key is confidential information. Consequently, the Customer shall not share the API Key with any third party without Nido AI’s prior written consent. At the expiration of this Agreement for any reason whatsoever, the Customer agrees to delete the API Key. Any unauthorized disclosure of the API Key by the Customer will constitute a material breach of this Agreement.
Obligations of the Customer. When using the API Services, the Customer shall:
Use the API Services in compliance with this Agreement, including but not limited to the Terms of Use, and the applicable laws,
Implement all necessary security measures to prevent any malware, malicious code, or other threats from compromising the API Services and/or Nido AI’s IT infrastructure,
Comply with the Applicable Data Protection Law. In particular, the Customer, as Data Controller, is responsible for:
Providing the End-Users and/or any person whose Personal Data is processed by the Customer with the information required under the applicable data protection regulations, including the information required by Article 13 and 14 of the GDPR,
Ensuring that the Customer and/or Authorized Users have obtained all the necessary consents and authorizations with respect to the applicable data law to process Personal Data when using the API Services, including but not limited to any consent related to the User Data, and
Providing the Authorized Users with any guidance relating to the processing of Personal Data when using the API Services.
Provide a disclaimer to any individual accessing an Output or using the API Services. Such disclaimer should highlight the potential inaccuracies and unpredictabilities in the Outputs and encourage individuals to check important information,
Document the use of the API Services as deployer of the API Services, to the extent that such documentation is required by the applicable law, including but not limited to (i) the Customer’s use case, (ii) the transparency measures implemented by the Customer, (iii) the evaluation process of the API Services, (iv) an assessment of the risks of the API Services in relation to the use-case and steps taken to mitigate those risks and (v) post-deployment monitoring and safeguards;
Supervise the Authorized Users’ use of the API Services. To this end, the Customer agrees that the Customer is solely responsible for:
Ensuring that all individual users, including the Authorized Users, are contractually bound to terms and conditions with the Customer that are as protective of Nido AI’s rights as outlined in this Agreement,
Informing the Authorized Users about the proper use of the Solution, including the guidelines, restrictions and usage limitations, and
Providing adequate training and educational resources to the Authorized Users, ensuring their understanding of the API Services proper and responsible use, as well as compliance with the specified terms.
API call limitations. The volume of API calls made by the Customer within a specific period may be subject to limitation at the sole discretion of Nido AI. Such limitations could be influenced by factors including the expected usage volume associated with the Customer Application.
Monitoring. The Customer acknowledges and agrees that Nido AI may monitor the Customer’s use of the API solely for billing purposes, capacity planning and error reporting. The Customer will not block or otherwise interfere with Nido AI’s monitoring of the Customer’s use of the API.
5.2. Service level objectives
Availability. Nido AI will use commercially reasonable efforts to make the API Services accessible to the Customer 24 hours a day, 7 days a week. Customer shall however note that API is subject to changes, in which case Nido will do its best efforts to preserve backward compatibility without however guaranteeing the absence of breaking changes.
Exclusions. The Parties expressly agree that Nido AI will not be liable for any API unavailability caused by:
Factors beyond Nido AI’s reasonable control, including any Force Majeure Event or Internet access issues,
Breach of this Agreement by the Customer or the Authorized Users,
The Customer’s non-compliance with the Documentation and/or the Customer’s improper use of the API Services,
Failure of any third party hardware, software, or technology,
Scheduled maintenance work, provided that Nido AIhas duly notified the Customer of such maintenance work in advance, including changes in the API impacting the preservation of backward compatibility, or
Suspension of the Customer’s right to use the Services under the Terms of Use.
5.3. Technical Support
Assistance. Nido AI will provide the Customer with all reasonable guidance and information necessary to facilitate the optimal use of the API Services, under the terms set out below (the “Assistance Service”). The Customer shall submit assistance requests to Nido AI through Nido AI’s Ticketing Platform. Nido AI will use commercially reasonable efforts to respond to the Customer’s legitimate questions concerning the use of the API Services within a reasonable time, during Business Hours and on Business Days.
Exclusions. This Assistance Service does not cover any inquiries by the Customer:
For which information is readily available in the Documentation,
Regarding the initial training for the use of the API Services. The Customer is solely responsible for training its teams to use the API Services,
Resulting from the Customer Application or the use of third-party software, hardware or services not provided by Nido AI,
Resulting from the Customer’s improper or unauthorized use of the API Services, or
When the Customer fails to pay the applicable Fees.
Corrective Maintenance. The Customer must notify to Nido AI any Anomaly affecting the API using the Ticketing Platform. Nido AI will use commercially reasonable efforts to fix the Anomalies notified by the Customer within commercially reasonable timeframes.
Adaptive Maintenance. Nido AI may perform adaptive maintenance, to ensure the API Services’ continual adaptability and alignment with evolving technological standards. The Customer acknowledges and agrees that this Agreement does not automatically include any Upgrades for the API Services and that any Upgrades may require entering into a new Purchase Order. For the avoidance of any doubt, Nido AI is under no obligation to improve the API Services or provide any Upgrade to the Customer.
6. Warranties and indemnification
6.1. Nido AI warranties
API provided “as is”. The API Services are provided ‘as is’, without any express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose or use-case whether implied, express or statutory. Without limiting Nido AI’s express obligations under this Agreement, Nido AI does not warrant that the Customer’s use of the Solution will increase its revenues, be error-free or that Nido AI will review the User Data for accuracy.
Warranties. Nido represents and warrants that:
The API Services comply with the Applicable Data Protection Law, and
Nido AI has the rights to all the intellectual property made accessible to Customer in the context of this Agreement.
6.2. The Customer’s warranties
The Customer represents and warrants that:
The Customer has the authority to enter into this Agreement, and
The Customer will use the API Services in accordance with the applicable laws and regulations and this Agreement and that the Customer will not use the API Services to commit illegal acts, including in particular to harm third parties.
6.3. Indemnification
Indemnification by Nido AI. Nido AI shall indemnify, defend, and hold the Customer harmless against any liabilities, damages andcosts (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim alleging that the API Services infringe any third party intellectual property right. Nido AI shall not indemnify the Customer for any claim arising from or related to:
The Customer Application,
The combination of the API with Customer or third-party software, hardware or any other equipment not provided by Nido AI,
Modification of the API Services by any party other than Nido AI,
The Customer’s User Data,
The Customer’s breach of this Agreement, or
The Customer’s failure to comply with the applicable laws and regulations.
The liability cap set out in Section 8 of these Terms of Service shall apply to the indemnification obligations under this Section.
Indemnification by the Customer. The Customer agrees to indemnify, defend, and hold Nido AI and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim related to (a) the use of the API Services in violation of this Agreement, (b) the Customer Application (if any), or (c) the User Data. Nothing in this Agreement should limit the Customer’s obligation to indemnify Nido AI of such a claim in case of unauthorized use of the API Services by the Customer or the Authorized User
Indemnification Procedure. The indemnification obligations this section of these Terms of Service are subject to the indemnifying Party (a) receiving a prompt written notice of such claim ; (b) being granted the exclusive right to control and direct (including the authority to elect legal counsel) the investigation, defense or settlement strategy of such claim and (c) benefitting from all reasonable necessary cooperation and assistance, including access to the relevant information, by the indemnified Party at the indemnifying Party’s expense. Nido AI shall consult Customer before entering into any settlement or compromise of any claim, and shall take into account all reasonable comments from Customer.
Remedies. The remedies in this section are the sole and exclusive remedies for any third-party claim that the API Services, the Customer Application or the User Data infringe intellectual property rights.
7. Fees, payment and billing
7.1. Fees
Applicable Fees. Unless otherwise agreed in a Purchase Order, the Customer will pay to Nido AI the Fees described in Nido AI’s then-current price list available on the Platform. Unless otherwise stated and to the extent permitted by applicable law, all amounts paid by the Customer are non-refundable and non-cancellable.
Pricing evolution. Nido AI may modify the price list at its own discretion upon giving at least thirty (30) days’ notice in writing to the Customer. If the Customer does not agree with this modification, the Customer may terminate this Agreement and/or the relevant Purchase Order by giving Nido AI fifteen (15) days’ notice. The Fees will not be increased during the notice period.
7.2. Billing
Payment method. The Customer must pay the Fees via credit card or any other payment method available on the Platform.
Frequency. The Customer authorizes Nido AI and/or the Payment Service Provider to charge the Customer’s select payment method at the end of each Billing Cycle.
Advance payments. Nido AI reserves the right to charge the Customer for usage of the API Services in advance of the current Billing Cycle (the “Advance Payment”), subject to predefined consumption thresholds available on the Platform, as may be updated time to time by Nido AI (the “Consumption Threshold”). Upon the Customer’s consumption meeting or surpassing a Consumption Threshold, Nido AI reserves the right to charge one or multiple Advance Payments to the Customer corresponding to the applicable Consumption Threshold(s) until the end of the current billing Cycle, using the Customer’s chosen payment method. A notification will be sent to the Customer’s email address to inform the Customer about the advance payment and to issue the applicable invoice. At the end of each Billing Cycle, Nido AI will charge the Customer for the applicable Fees, deducing the Advance Payment and will send a summary invoice to the Customer.
Payment Services. The Payment Services allowing the Customer to pay the applicable Fees are provided by the Payment Services Provider under its sole control and responsibility. Nido AI is not responsible for the Payment Services provided by the Payment Services Provider.
Billing. Billing shall occur simultaneously as payment or Advance Payment(s).
Disputed Fees. In the event that the Customer disputes any charges billed by Nido AI, the Customer must inform Nido AI within thirty (30) days from the invoice date to request an adjustment or credit. Should a discrepancy arise, the Customer acknowledges the obligation to settle any undisputed amounts as per the previously outlined payment terms. Both Parties commit to engaging in good faith discussions to resolve any contested charges.
Late payments. The Customer may not withhold any amounts due under this Agreement. Any late payment will (i) be increased by a fixed indemnity of fourty (40) Singapore Dollars and the costs of collection (if any) and (ii) will incur a late payment interest rate of three (3) times the legal interest rate per day, starting from the day after the payment due date until full payment is received. For the purpose of this Agreement and subject to applicable law, the legal interest rate means the interest rate applied by the Monetary Authority of Singapore to its most recent refinancing operation, plus 10 percentage points.
Suspension or termination. Nido AI reserves the right to suspend or terminate the Customer’s access to the API Services in case of late-payment or non-payment, under the conditions set forth by the Terms of Use.
Taxes. Fees stated are exclusive of all Taxes. The Customer is responsible for settling any applicable Taxes that may be levied on top of the Fees and must pay Nido AI for the Services without any deductions related to Taxes. If Nido AI is required to collect or pay any Taxes, they will be invoiced to the Customer, who is obligated to settle them unless a valid tax exemption certificate regarding these Taxes is timely provided to Nido AI. If the Customer is obligated by law to withhold Taxes from any payments under this Agreement, the Customer agrees to increase the payment amount to ensure that Nido AI receives the full agreed-upon Fees notwithstanding these deductions. The Customer will be solely responsible for remitting the withheld amounts to the relevant authorities. The Customer shall provide Nido AI with all pertinent tax identification information that Nido AI may require under the applicable law to ensure compliance with prevailing tax regulations and the authorities of relevant jurisdictions. The Customer agrees to settle any potential interests, penalties, taxes, or fines resulting from the Customer’s failure to declare, or reimburse Nido AI for such amounts.
7.3. Settlement of Disputes
If you have any questions or concerns regarding this Fees, payment and billing, please contact us at contact@nido.sg
8. Liability
Liability Cap. To the extent permitted by law and except for the Excluded Claims as defined below, the total aggregate liability of Nido AI in respect of any Losses incurred by the Customer under or in relation to this Agreement will not exceed, in the aggregate, the lower of (i) the amount of the Fees paid or payable by the Customer in the twelve (12) calendar months preceding the date on which the first such event or events occurred or (ii) 10.000 Singapore Dollars.
Excluded Claims. Notwithstanding the foregoing, nothing in this Agreement shall limit or exclude the liability of the Parties for the following claims ("Excluded Claims"):
Fraud or fraudulent misrepresentation.
Any unauthorized disclosure of a Confidential Information.
Any unauthorized use of the Solution and the Services.
Failure to make pay any amounts due under this Agreement.
Any violation of the non-compete provisions of this Agreement.
Legal Action. The Parties agree that the limitations specified in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise.
9. Personal Data
9.1. Nido AI as Data Controller
Nido AI collects and processes the Customer’s Personal Data as Data Controller for the following purposes:
Commercial management of this Agreement;
Billing;
Marketing operations.
For more information on how Nido AI processes Personal Data as Data Controller, the Customer can refer to Nido AI’s privacy policy.
9.2. Nido AI as Data Processor
Nido AI may process Personal Data on behalf of the Customer, as Data Processor. In such the latter case, the [Nido Data Processing Agreement] shall apply between the Parties.
10. Term and termination
Subscription Term. This Agreement will commence on the Effective Date and continue until terminated by the Customer.
Termination for convenience. The Customer may terminate this Agreement with a notice period of fifteen (15) days prior to the end of the current Billing Cycle. Upon termination, any outstanding Fees owed for the API Services used until the termination date shall be settled.
Other causes for termination. Either Party may terminate this Agreement under the conditions set forth in the Terms of Use.
Effects of termination. Upon termination or expiration of this Agreement, the Customer shall (i) cease to use the API Services, (ii) delete the API Key and (iii) pay any outstanding Fees to Nido AI. The termination of this Agreement, for any reason whatsoever, shall not entitle the Customer to a refund of any previously paid fees or charges for the API Services, unless expressly agreed upon by both Parties in writing. The Termination of this Agreement will not automatically result in the deletion of the Customer’s Account. Subject to having paid any outstanding amounts to Nido AI, the Customer may delete its Account after the termination of this Agreement, by using the applicable feature on the Platform.
11. Provisions that apply only to Consumers
This section only applies to any Customer who acts as a consumer under the european directive 2011/83/UE of 25 october 2011 (the “Consumer”).
11.1. Right of withdrawal
By accepting these Terms of Service and utilizing the API Services:
The Consumer acknowledges that the API Services will be provided before the expiration of the withdrawal period of fourteen (14) days from the Consumer’s acceptance of this Agreement, and
The Consumer expressly waives its right of withdrawal.
Nido AI will send to the Consumer a confirmation of the Consumer’s waiver of its right of withdrawal along with the confirmation of the Consumer’s Subscription under Section 4 of these Terms of Service.
11.2. Legal warranties
Along with any commercial warranty provided to the Consumer under this Agreement, the Consumer also benefits from the legal warranty of compliance in the conditions set forth in Exhibit 1 of these Terms of Service.
11.3. Upgrades
Upgrades necessary to maintain the compliance of the API Services. Nido AI will inform the Consumer of any Upgrades necessary to maintain the compliance of the API Services during the Subscription Period. MisNidotral AI will notify the Consumer of the availability of Upgrades and the consequences of their non-installation for the Consumer. Nido AI shall not be held liable for any non-compliance related issues when the Consumer fails to install, within a reasonable timeframe, the necessary Upgrades to maintain the API Services’ compliance.
Upgrades not necessary to maintain the compliance of the API Services. Nido AI may propose Upgrades that are not necessary to maintain the compliance of the API Services. In such cases, Nido AI will inform the Consumer in advance and through a durable medium about the planned Upgrades and their implementation date. Any Upgrades performed will be conducted without additional costs to the Consumer. The Consumer may refuse the aforementioned Upgrade. In this event, the Consumer has the right to terminate this Agreement without charges (unless the Upgrade has minor implications for the Consumer or if, without this Upgrade, the Services remain compliant).
12. Evolution of these Terms of Service
In the event of any modifications to these Terms of Service, Nido AI will notify the Customer no later than thirty (30) days prior to the effective date of such modifications. The Customer may object to such modifications by mail at legal@Nido.sg during this notice period. Failing that, the modifications will become effective at the end of the notice period. If the Customer objects to the modifications during the notice period, Nido AI and the Customer will consult and negotiate in good faith, taking into account their mutual interests, to find an amicable resolution.
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