Terms of Use

Preamble

Welcome to Nido! Our platform provides access to Nido AI’s artificial intelligence models tailored for text generation alongside with a range of complementary services (the “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 governs Your access and use of any of Our Services.

These Terms of Use apply to any subscription, use and/or access to the Services by You. By accessing or using the Services, You expressly agree to abide by and be bound by this Agreement.

Definitions

The capitalized words in this document shall have the meaning set forth below:

• “Account”: means Your account on the Platform.

• “Agreement”: means the agreement entered into by and between Nido AI and You, composed of (a) these Terms of Use, (b) where applicable, the applicable Terms of Service and (c) all materials referred or linked to in the above mentioned documents, unless otherwise stated.

• “Confidential Information”: means any and all information, in any medium, which is provided by one party to this Agreement ("Discloser") to the other Party ("Recipient"), that is either (i) related to business practices, financial statements, financial information, pricing, customers, products, services, any technical or performance information about the Model(s) including but not limited to the weights of the Mode(s)l and the training dataset of the Model(s), methods, know-how, techniques, processes, apparatuses, trade secrets, proprietary knowledge and employee data; or (ii) marked using a legend such as “confidential”, “proprietary” or similar words, or if disclosed orally must be confirmed as such by the Discloser; or (iii) any information which the Recipient should have reasonably considered to be confidential under the circumstances surrounding disclosure.

• “User Data”: means any of the following data:

  • The “User Feedback”: means Your feedback pertaining to the accuracy, relevance, and effectiveness of the Outputs, including but not limited to any identified discrepancies or errors.

  • The “User Training Data”: means any data provided by You that is used by You for the purpose of prompting, fine-tuning or customizing the Services to Your specific needs or use-case, for the duration of this Agreement.

  • The “Outputs”: means any and all content generated by the Services in response to a Prompt.

  • The “Prompts”: means any and all instructions, queries or textual cues given by You to the Services in order to generate an Output.

• “Data Controller”: means the legal person who determines the means and the purposes of the processing of Personal Data.

• “Data Processor”: means the legal person that processes the Personal Data on behalf of the Data Controller and under its documented instructions.

• “Effective Date”: means the earlier of (i) the date You first use the Services or (ii) the date You accept these Terms of Use.

• “Filters”: means the automatic mechanisms such as safety prompts implemented by Nido AI designed to screen or remove offensive, inappropriate or illicit content from the Output.

• “Identifiers”: means Your email address and password required to log into Your Account.

• “Nido AI’s Intellectual Property”: means the Model(s), the Services, and any trade names, trademarks, logos, patents, trade secrets, know-how, designs, drawings, copyrights, engineering, photographs, samples, software, models, algorithm, image, literature, information, ideas, concepts, or improvements pertaining to the Services and other data of any kind that is protectable through copyrights, patent, trade secrets, trademarks, trade dress, service marks, or and includes any modification or enhancement of the Services.

• “Model(s)”: means any version of any artificial intelligence model developed by Nido AI and made accessible in any manner (API, user interface…) on the Platform.

• “Parties”: means You and Nido AI. In the singular, “Party” means one of the Parties.

• “Personal Data”: means any data related to an identified or identifiable natural person.

• “Privacy Policy”: means Nido AI’s privacy policy.

• “Platform”: means the platform operated by Nido AI, available at http://Nido.sg.

• “Services”: means the services provided by Nido AI to You under these Terms of Use, including but not limited to the Platform, the Model(s) and any other services provided by Nido AI along with any associated software, application and website. The Services may be free of charge (the “Free Services”) or charged to You (the “Subscription Services”).

• “Terms of Service”: means the agreement entered into by and between the Parties and governing the use of specific Services and/or Subscription Services.

• “Terms of Use”: refers to these terms of use.

• “User” or “You”: means any person who uses, accesses, browses and/or subscribes to the Services. The terms “Your,” and “Yours” are also used throughout this Agreement to specifically refer to such User.

2. Purpose and scope

Purpose. The purpose of these Terms of Use is to describe the rights and responsibilities of the Parties in connection with Your use of the Services.

Additional Terms. Some Services may be subject to additional terms specific to that Service as set forth in the applicable Terms of Service. By accessing or using a Service covered by specific Terms of Service, you also agree to such Terms of Service.

Hierarchy. In case of any conflicts or discrepancies between these Terms of Use and the applicable Terms of Service, the applicable Terms of Service shall prevail.

3. Acceptance

The use of the Services implies Your unreserved acceptance of these Terms of Use. You must read these Terms of use carefully before using the Services. We recommend You download these Terms of Use, print them and keep a copy thereof.

4. Access to the Services

4.1. What You need to access and use the Services

Age limitation. You must be at least thirteen (13) years old to use Our Services. You must have parental or legal guardian permission if You are a minor registering for Our Services. We will promptly delete any Account found to be in violation of such requirements.

Technical requirements. You need a computer (or any compatible electronic device) and a high-speed internet connection to access and/or use Our Services. Depending on the Services You use, some additional technical requirements might be required, as further described in the Documentation and/or in the applicable Terms of Service. You are responsible for ensuring You comply with the foregoing technical requirements to utilize the Services effectively.

Subscription Services. Fees may apply to certain Services. In that case, you will have to pay the applicable fees and accept the specific Terms of Service to access such Subscription Services.

Costs. Unless otherwise stated, the costs of the abovementioned technical requirements and Subscription Services shall be borne solely by You.

4.2. Your Account

Account creation. You must create an Account on the Platform to use the Services. To do so, You must fill in the form provided on the Platform. You must provide loyal, complete, correct and up-to-date information to Nido AI and promptly update the information on Your Account if any changes occur.

Restrictions. Your Account is intended for Your use only. Unless otherwise stated, You shall not share Your Account with any third party without Nido AI’s prior written consent. You represent and warrant that You will not create (a) any fake Accounts, (b) more than one Account or (c) an Account on behalf of another individual or entity without such individual’s or entity’s consent.

Account security. You must keep Your Identifiers secure and strictly confidential. Nido AI does not commit to monitoring which individual is using Your Account. You are thus solely responsible for any action carried out via Your Account, whether that action was carried-out by You or not. For the avoidance of doubt, any operation carried out using Your Account will be considered to have been carried-out by You. Therefore, You shall (a) monitor the use of the Services and Your Account closely and (b) notify Nido AI at [e-mail] in the event of any (suspected or confirmed) unauthorized or fraudulent use of Your Account as soon as You become aware of such events.

Suspension or deactivation by Nido AI. Nido AI reserves the right to suspend or deactivate Your Account under Section 12 of these Terms of Use, if Nido AI suspects or determines that such Account may have been used for an unauthorized purpose.

Deactivation by You. You may deactivate Your Account at any time by sending an email to [e-mail] unless you subscribed to Our Subscription Services. In such a case, You may only delete Your Account under the terms and conditions set forth in the applicable Terms of Service.

5. Our Services

The Platform. Any User may access and use the Platform free of charge as well as the Free Services. Our Services consist in allowing You to use Our Model(s) for the purpose of generating Outputs. You can access the full list and description of the Services provided by Nido AI on the Platform and/or on the Documentation, as may be amended from time to time.

Restrictions. Certain Services may not be directly accessible, either due to their payable nature (Subscription Services) or restricted access limited to specific Users, such as businesses. The paid or restrictive nature of these Services is explicitly outlined on the Platform and/or the applicable Documentation.

Evolution of the Services. Subject to the applicable Terms of Service, We reserve the right to modify, update or enhance Our Services without notice. Such modifications may include, but are not limited to, debugging, feature additions, enhancements or alterations to improve Service quality. You agree that We are not obligated to maintain or provide prior features, functionalities or Services following modifications, updates or upgrades, unless otherwise stated.

User support. If You have any question regarding the use of Our Services, You must first read the Documentation available on the Platform. If You cannot find an answer in such Documentation, You can contact us by email at [e-mail].

6. Your User Data

Responsibility. When You use Our Services, You may provide Prompts and Our Services may generate Outputs in return. You are solely responsible for Your use of the Prompts and the Outputs. You shall only use Prompts to which You own all required rights under applicable law and do so in a manner that is consistent with the applicable law. You shall not intentionally make the Services generate Outputs infringing intellectual property rights, third party rights or applicable law, or use such infringing Outputs after You become aware of such infringement.

Prompt ownership. You hereby represent that You own Your Prompts. You retain all the rights, including but not limited to the intellectual property rights to Your Prompts. You grant Us a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the Prompts for the purpose of performing the Services, for the term of this Agreement.

Output ownership.Where applicable, We assign to You, all the intellectual property rights in and to the Outputs, including (i) the right to reproduce, without any limitation of number, all or part of the Outputs (ii) the right to represent, broadcast or have broadcasted, to communicate or make available the Outputs to the public (iii) the right to adapt, correct, modify, improve the Outputs, the right to make new versions of the Outputs from all or part of the existing Outputs, the right to maintain, modify, arrange, assemble, condense, transcribe, scan, mix, migrate, zip, unzip all or part of the Outputs, the right to translate them into any language whatsoever (including computer language), the right to interface them with any software, material or database (unless otherwise stated), the right to integrate them in any existing or future works, on any support and by any means, (iv) the right to define and to modify the use, the purpose of the use and the destination of the Outputs in any form, known and unknown, existing or future, and (v) more generally, the right to use, exploit, distribute the Output. You are allowed to exercise these rights on any existing or future, known or unknown (i) medium including but not limited to any printed, electronic, digital, numerical, analog, magnetic media, (ii) mean of communication, telecommunication, or other network including but not limited to radio, video, broadcast, satellite, Internet, electronic. Unless otherwise stated, these rights can be exercised for any purpose (public exploitation, private use, free, paid for, subscription, etc.). This assignment is granted worldwide and for the entire legal term of protection of the Outputs by the intellectual property rights applicable as provided for by the applicable law. However, You are expressly prohibited to use the Outputs and/or any modified or derived version of the Outputs to (directly or indirectly) to reverse engineer the Services.

Output similarity. You agree that, due to the nature of Our Services, if another User uses a Prompt similar to Yours, our Services may generate an Output similar or identical to Yours. We do not warrant that Your Output is not similar or identical to another User’s Output. Consequently and unless otherwise stated, we will not indemnify You in case Your Output is similar or identical to another User’s Output.

Output accuracy. You acknowledge and agree that Our Services are inherently subject to certain unpredictabilities, particularly with the Outputs generated, as such Outputs depend on Your Prompt and as the technology behind Our Services is complex and continuously evolving. For the avoidance of any doubt and to the extent permitted by applicable law, Our Services are provided without any express or implied warranty regarding the quality or the accuracy of the Outputs. Consequently, You agree that the Outputs generated by Our Services may be incomplete, not up-to-date or not entirely accurate. Therefore, when using Our Services, You must:

• Ensure the quality of Your Prompts,

• Assess the accuracy and/or the suitability of the Output to your needs before using or sharing the Output,

• Include in Your Prompt any relevant safety prompt to better filter or adapt the Output, especially if You deactivated the Filters proposed by Nido AI, and

• Check the information generated by the Output and, in any case, not rely on the Output as a unique source of truth and/or information, as safe and inoffensive in every circumstance, or as a replacement for professional guidance.

Training. You grant Us a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use Your User Feedback for the purpose of training Our Model(s). This helps us improve the accuracy of the Outputs generated by Our Model(s) and the overall efficiency and/or safety of Our Services. This license is granted for the duration of the intellectual property rights under applicable law. We do not use Your Prompts and/or Your Outputs to train Our Model(s).

Monitoring. We may use Your Prompts and Outputs to monitor abuse (meaning, to monitor any breach by You of the Agreement). To this end, we retain Your Prompts and Outputs for a period of thirty (30) days. If, for a legitimate purpose, You do not want Us to retain Your Prompts and Outputs, You can formulate your opt-out by sending an email at [e-mail].

Safety. We make all our best efforts to make sure Our Services do not generate Outputs that contain offensive, inappropriate or illicit content. To this end, We have implemented and / or are proposing different safety mechanisms such as Filters to Our Model(s). You may deactivate these Filters for legitimate purposes pertaining to Your specific Use-Case. You agree that (a) We do not warrant that the Output generated will not be offensive, inappropriate or illicit, (b) You are solely responsible for the use of Your Output and (c) You shall in no way use the Output for any illicit or unlawful purpose and/or to harm Nido AI and/or a third party.

7. Your obligations

General obligations. You shall use Our Services in compliance with this Agreement and all applicable laws and regulations, including but not limited to all intellectual property, data and privacy laws. Therefore, You are responsible for:

• The information You provide Us. You must provide honest, loyal, complete, accurate and up-to-date information to Nido AI and promptly update such information as need may be.

• Your use of Your Account and Our Services. You must:

  • Not use Our Services for any illicit, unlawful, prohibited and/or illegal purposes, to harm third parties or Nido AI.

  • Not use the Services for a benefit of a third party unless agreed otherwise in a separate contract with Us.

  • Not use the Services to circumvent the intended features, functionality or limitations of the Services or to divert Our Services from their intended purposes as set forth in this Agreement.

  • Not interfere with or circumvent mechanisms in the Services intended to monitor Your use of Our Services or to limit such use, except as provided for in Section 6 (Your User Data) of these Terms of Use.

  • Not infringe the rights of third parties, including but not limited to intellectual property rights or privacy. You shall only use Prompts to which You own all required rights under applicable law and to do so in a manner that is consistent with the applicable law.

  • Not use the Services in a manner in which, in Nido AI’s opinion, would affect Nido AI’s reputation or goodwill or any of its trademarks.

• Your User Data. You must:

  • Not represent that the Output was generated by a human when it was generated by Our Services.

  • Not use the Output if You are aware that it infringes the rights of third parties, including but not limited to intellectual property rights.

  • Comply with the applicable data protection laws if You use Personal Data as part of Your User Data.

• Not compromising the security of Our Services. You must:

  • Not interfere with, circumvent or bypass mechanisms in the Services intended to ensure the security of our Services.

  • Not disable, overly burden, impair or otherwise interfere with servers or networks connected with Our Services.

  • Not disseminate data that would diminish, disorganize, slow down or interrupt the normal functioning of Our Services.

  • Not use, store, transmit or disseminate data that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data.

  • Not perform any vulnerability, penetration or similar testing of Our Services.

• Not infringing Nido AI’s Intellectual Property. Subject to applicable law, You must:

  • Not remove or otherwise obscure any copyright or proprietary notices on the Services, including but not limited to Our brands, trademarks or any other copyright notice.

  • Not bypass, attempt to bypass, alter, disable or in any way interfere with the digital rights management measures that may be integrated to the Services. You acknowledge that these protection mechanisms are essential for safeguarding the intellectual property and security of the Services.

  • Not use the Services in any manner for the purpose of building a similar or competitive service.

  • Not incorporate Our Services into Your products and/or services, unless otherwise stated.

  • Not extract, by permanent or temporary transfer, all or part of the contents of Our Services, by any means and under any form whatsoever, including by scraping, except as otherwise authorized under the terms of this Agreement.

  • Not merge or combine the Services with any software, programme or technology, except as otherwise authorized under the terms of this Agreement..

  • Not copy, reproduce, transcode, adapt, translate, arrange, modify or create any derivative works of the Services except as expressly authorized by applicable law.

  • Not seek to reverse engineer or reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Us).

  • Not grant a license, sub-licence or access to or sell, lend, lease or distribute, in any form whatsoever, the Services to third parties without the prior written authorization of Nido AI.

  • Not make the Services accessible to third parties, unless otherwise stated.

  • Not use Our Services for competitive analysis or build competitive products or services.

  • Not use Outputs to develop model(s) that compete with Nido AI and/or to reverse-engineer Our Services.

Third parties. You shall not encourage or assist any other User or third party in doing anything that is strictly prohibited under this Agreement.

Monitoring. Nido AI will retain the Customer’s Prompts and Outputs for a duration of thirty (30) days to monitor abusive use of Our Services.

8. Our obligations

General obligations. Subject to Your compliance with this Agreement and to the applicable Terms of Service, Nido AI will use commercially reasonable efforts to make the Services accessible 24 hours a day, 7 days a week. However, Nido AI reserves the right to suspend the availability of all or part of the Services (a) in case of a Force Majeure Event (as defined in Section 14 of these Terms of Use), (b) for maintenance purposes, including but not limited to, to fix anomalies, bugs or errors, to launch new or improved features or Services, or to address immediate security concerns. Unless otherwise stated, Nido AI is not under an absolute obligation of any kind. Nido AI shall not be held responsible for any disruptions, interruptions and/or anomalies that are not of its making and that affect, for example, transmissions via the Internet network and more generally via the communication network, whatever the extent and duration. Nido AI reserves the right to make available a new Model, discontinue the availability of a Model, or change the performances of a Model, without prior notice to Customers, even if Nido will do its best efforts to warn Customers in advance in case of discontinuation of a Model.

Security. Nido AI will use commercially reasonable efforts to implement and maintain reasonable security measures to prevent unauthorized access to the Services, as well as fraudulent destruction, loss, or alteration of data. These security measures may include, but are not limited to, the use of firewalls, encryption, strict access controls, regular backups, and security protocols compliant with good industry standards.

Illicit content. You have the availability to report to Nido AI any Output and/or User Data that (a) incites hate, violence, or discrimination against individuals based on their origin, ethnicity, religion, gender, sexual orientation, etc. (b) glorifies sexual harassment, (c) violates human dignity (e.g., human trafficking or pimping), (d) glorifies crimes against humanity or denying their existence, (e) incites terrorism, (f) glorifies very serious crimes against individuals (e.g., murder or sexual assault) (g) glorifies crimes involving theft, extortion, or material damage posing a danger to individuals (h) are of a pedophilic nature (i) are dangerous for minors. You can report such content by using the report feature on the Platform and/or by sending an email at [e-mail]. You grant Us the right to access the reported content to improve Our Services (e.g. to help Us make sure that the Model does not generate illicit content). This right is granted worldwide and for the duration of the intellectual property rights under applicable law. You must delete such content using the applicable feature on the Platform.

9. Intellectual Property**

9.1. License to use the Platform and the Free Services

Right to use. Subject to the applicable Terms of Service and to Section 7 of these Terms of Use, Nido AI grants You a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the Platform and the Free Services for the term of this Agreement, in compliance with this Agreement and the applicable law.

Warranties. Nido AI makes no representations or warranties regarding the accuracy, reliability, or completeness of the Platform and/or the Free Services or their suitability for Your specific requirements. You acknowledge and agrees that any use of the Services is at Your own risk, and Nido AI shall not be liable for any Losses arising from Your misuse or inability to use the Platform and/or the Free Services, or from the non suitability of the Platform and/or the Free Services to your specific requirements, including but not limited to direct, indirect, incidental, consequential, or punitive damages.

Nido AI Intellectual Property. Nido AI has and retains all right, title and interest, including all intellectual property rights, in and to the Platform and/or the Free Services, including but not limited to the Model(s). No rights are granted to You, except as expressly set forth in this Agreement. All rights and licenses granted under this Agreement shall terminate when the applicable Agreement and/or the applicable Terms of Service terminates.

9.2. Intellectual property

Your intellectual property. You remain the sole owner of all right, title and interest, including all intellectual property rights in and to Your User Data.

Nido AI’s Intellectual Property. Nido AI remains the sole owner of all right, title and interest, including all intellectual property rights in and to Nido AI’s Intellectual Property, including but not limited to the Model(s), the Documentation and the Services. The Services are made available on a limited access basis, and no ownership right is conveyed to the Customer, irrespective of the use of terms such as “purchase” or “subscription”. Any representation or reproduction, in whole or in part, of the Solution and the Services, by any process whatsoever, without Nido AI’s prior express authorisation, is strictly prohibited and will constitute an infringement punishable by the provisions of the applicable law.

10. Liability

10.1. Disclaimer

Disclaimer. To the extent permitted by applicable law, Nido AI will not be liable:

• In case of a Force Majeure Event (as defined in Section 14 of these Terms of Use),,

• In case of temporary unavailability of the Services (a) for maintenance purposes, including but not limited to, to fix anomalies, bugs or errors, to launch new or improved features or Services, or to address immediate security concerns, or (b) in case We suspended Your Account,

• In relation to third-party content or websites linked or referred to on the Platform,

• For any cause not attributable to Nido AI,

• For Your use of Your User Data,

• For your breach of this Agreement,

• In case Your Output is similar or identical to another User’s Outputs,

• For any loss of profits, income, revenue, business opportunities, loss or corruption of data or information,

• For any failure to realize expected revenues or savings, loss or damage to goodwill, pure economic loss or other economic or pecuniary loss (regardless of whether any of these type of loss or damage are direct, indirect, special or consequential), or

• For any indirect, special, incidental, punitive, exemplary, incidental or consequential damages of any kind, even if informed of the possibility of such damages in advance.

10.2. Limitation of liability

Liability Cap. To the extent permitted by law and subject to the applicable Terms of Service, in no event will Our total aggregate liability in connection with or under these Terms of Use, or Your use of or inability to use the Services, exceed 100 Singapore Dollars (the “Liability Cap”).

Multiple claims. The existence of one or more claims under this Agreement will not increase this Liability Cap. You agree that any Losses or claim You may have under this Agreement can only be recovered once and any such claim will exhaust all and any other claims that might otherwise arise against Nido AI in relation to which the Customer has been compensated or otherwise reimbursed.

Legal action. You 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.

11. Term, suspension and termination

11.1. Duration

These Terms of Use shall commence on the Effective Date and continue for the duration of Your registration on the Platform.

11.2. Suspension of Your Account

Suspension. We reserve the right to suspend Your Account and/or Your access to all or part of the Services in case of:

• Your breach of this Agreement,

• Late payment or non-payment of the applicable fees (if any),

• Immediate security concerns.

Notification. We will notify You of the suspension and the reasons for such suspension seven (7) days prior to the suspension taking effect, except in the event of a serious breach by You of this Agreement or an immediate security concern, in which case the suspension will take effect with shorter notice.

Effects of the suspension. During the suspension, all rights and permissions granted to You under this Agreement will be suspended and You will not be able to access or use Our Services.

Remediation. You shall have a period of thirty (30) days to remedy the breach notified by Nido AI and to notify Nido AI accordingly. Failing that, Nido AI reserves the right to terminate this Agreement for cause immediately, without further notice. Termination will be effective at the end of this thirty (30) days period.

11.3. Termination

Termination for convenience. Subject to the applicable Terms of Service, You may terminate this Agreement at any time by deleting Your Account on the Platform, unless You subscribed to Subscription Services.

Termination for cause. Either Party may terminate this Agreement if the other Party fails to cure a material breach of this Agreement and/or any relevant Purchase Order within thirty (30) days after notice of such breach, provided that such breach is remediable. For illustrative purposes, any of the following breaches by either Party shall be considered a material breach of this Agreement (a) any unauthorized use of the Services and/or, (b) failure to make pay any amounts due under this Agreement.

Remedies. Except where an exclusive remedy may be specified in this Agreement, termination is not an exclusive remedy, and the exercise by either Party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

Effects of termination. Upon the expiration or termination of this Agreement for any reason whatsoever Your Account will be deactivated and You will (a) cease to use the Services, (b) destroy and cease to use any Confidential Information You may have in Your possession and (c) where applicable, pay to Nido AI any outstanding amounts due under this Agreement.

Survival. All payment obligations incurred during the term of this Agreement and the following Sections shall survive the expiration or termination of these Terms of Use: Section 11 (Liability), Section 9 (Intellectual Property), Section 11 (Term, Suspension, Termination), Section 15 (Dispute resolutions and applicable law).

12. Personal Data

Nido AI processes Your Personal Data as Data Controller for the purpose of providing the Services. If You want to know more about the way We process Your Personal Data and how you can exercise Your rights, please refer to our Privacy Policy.

13. Evolution of these Terms of Use**

General Principle. We reserve the right to modify these Terms of Use at any time. The Terms of Use that apply are the ones in force when You use the Services.

Substantial modification. In the event of substantial modifications to these Terms of Use, We will notify You no later than seven (7) days prior to the effective date of such modifications. If You do not agree with such substantial modifications, You may terminate this Agreement.

14. General provisions**

Non waiver. The fact that either of the Parties does not claim application of any clause whatever of this Agreement or condones its non-performance, shall not be construed as a waiver by that Party to the rights stemming for it from said clause. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

Severance. If a court or any other competent authority finds any provision of this Agreement (or part of any provision) to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

No-partnership. Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other party in any way. Neither the User nor Nido AI will suggest or claim any sponsorship, endorsement or affiliation with the other party, unless such a relationship is governed by a separate agreement.

Entire Agreement. This Agreement is the entire agreement between the Parties relating to the Services, and any other subject matter covered by this Agreement and supersedes all prior or contemporaneous oral or written communications, proposals and representations between the Parties, with respect to the Services or any other subject matter covered by the Agreement.

Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency (the “Force Majeure Event”).

15. Dispute resolution and applicable law

15.1. Applicable Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of France.

15.2. Dispute resolution

15.2.1. Amicable resolution

General principle. In the event of any controversy or claim arising out of or relating to this Agreement, the Parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties.

You are a consumer under the european directive 2011/83/UE of 25 october 2011.

• Where the User is located within the European Union, the User may contact the european platform for the online settlement of disputes accessible at the following address: https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=FR

You agree that the mediation process is not mandatory and that Either Party may withdraw from such mediation process at any time.

• Where the User is not located within the European Union, the User may contact Nido AI directly at [e-mail].

You are a business. If the Parties do not reach settlement within a period of sixty (60) days, either Party may escalate the controversy or to the senior executives or both Parties (the “Executives”). The Executives shall then promptly engage in discussions and negotiations to seek a mutually agreeable resolution in the best interest of both Parties.

15.2.2. Competent jurisdiction

General Principle. If the Parties do not reach an amicable settlement, each Party may pursue relief as may be available under this Agreement. All negotiations pursuant to this section will be considered confidential information and shall not be shared with any third parties without the disclosing Party’s prior written consent even after the termination and/or expiration of this Agreement.

Where the User is located in France, the Parties agree that the courts of Paris, France shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement or its subject matter or formation.

Where the User is not located in France, all disputes arising out of or in connection with this Agreement or its subject matter or formation shall be finally settled under the rules of arbitration of the international chamber of commerce (the “ICC”) by one arbitrator appointed in accordance with the said rules. The arbitration proceedings shall take place exclusively at the ICC headquarters in Paris, France. The appointed arbitrator shall adjudicate the dispute in accordance with the applicable law.