NiaKai Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and NiaKai, Inc. ("NiaKai," "we," "us," or "our") governing your access to and use of the NiaKai artificial intelligence platform, including our website (niakai.ai), applications, APIs, and related services (collectively, the "Platform" or "Services").

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Platform.

2. Eligibility and Account Registration

2.1 Age Requirements

You must be at least 13 years of age to use the Platform. If you are between 13 and 18 years old (or the age of majority in your jurisdiction), you may only use the Platform with the involvement and consent of a parent or legal guardian. Users in the European Economic Area, United Kingdom, or Switzerland must be at least 16 years of age.

2.2 Account Creation

To access certain features of the Platform, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration

• Maintain and promptly update your account information

• Maintain the security and confidentiality of your account credentials

• Immediately notify us of any unauthorized access or security breach

• Accept responsibility for all activities that occur under your account

2.3 Account Types

We may offer different account types (e.g., individual, enterprise, developer) with varying features, limitations, and pricing. Your rights and obligations may vary based on your account type.

3. License and Restrictions

3.1 Limited License

Subject to your compliance with these Terms, NiaKai grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business or personal purposes in accordance with these Terms and our Acceptable Use Policy.

3.2 Restrictions

You agree not to:

• Use the Platform for any unlawful purpose or in violation of our Acceptable Use Policy

• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Platform

• Access or use the Platform to build a competitive product or service

• Attempt to circumvent any usage limits, content filters, or security measures

• Use automated systems (bots, scrapers, etc.) to access the Platform except as explicitly permitted by our API documentation

• Remove, alter, or obscure any proprietary notices on the Platform

• Rent, lease, loan, sell, sublicense, or otherwise transfer your rights to the Platform

• Use the Platform in any manner that could damage, disable, overburden, or impair our servers or networks

4. User Content

4.1 Your Content

You retain all ownership rights in the content you input into the Platform ("Input") and the content generated by the Platform in response to your Input ("Output"). Subject to these Terms and our Acceptable Use Policy, as between you and NiaKai, you own the Output.

4.2 License to NiaKai

By submitting Input to the Platform, you grant NiaKai a worldwide, non-exclusive, royalty-free license to:

• Use, process, and store your Input solely to provide the Services

• Use aggregated, de-identified data derived from your Input to improve, develop, and maintain the Platform, subject to Section 4.5

4.3 Responsibility for Content

You are solely responsible for your Input and Output, including ensuring that such content:

• Does not violate any applicable laws or regulations

• Does not infringe upon any third-party intellectual property, privacy, or other rights

• Complies with our Acceptable Use Policy

• Is accurate and not misleading when shared with others

4.4 Content Review

We reserve the right, but have no obligation, to monitor, review, or moderate content on the Platform. We may remove or disable access to any content that violates these Terms or our Acceptable Use Policy.

4.5 Use for AI Training and Improvement

Enterprise Customers: If you have an enterprise agreement with NiaKai, your use of content for AI training and model improvement will be governed by the terms of that agreement. Enterprise customers may have the ability to opt out of having their data used for model training via contractual provisions or account settings.

Consumer Users: We may use aggregated and de-identified data derived from your use of the Platform to train, improve, and develop our AI models and Services. This helps us enhance quality, safety, and performance for all users. You may opt out of this use by contacting us at privacy@niakai.ai or through your account settings (where available). Opting out will not affect your ability to use the Platform, but may limit our ability to improve features based on usage patterns.

We will not use your Input to train models in a manner that would allow the model to recreate your specific Input or target you individually.

5. Intellectual Property Rights

5.1 NiaKai's Intellectual Property

The Platform, including all software, algorithms, models, designs, text, graphics, user interfaces, and other content provided by NiaKai, is owned by NiaKai or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Trademarks

NiaKai, the NiaKai logo, and other NiaKai trademarks, service marks, graphics, and logos are trademarks of NiaKai, Inc. You may not use our trademarks without our prior written consent.

5.3 Feedback

If you provide feedback, suggestions, or ideas about the Platform ("Feedback"), you grant NiaKai a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our products and services without attribution or compensation.

6. Payment Terms

6.1 Fees and Billing

Certain features of the Platform may require payment of fees. You agree to pay all applicable fees as described on the Platform at the time of purchase. All fees are non-refundable except as expressly stated in these Terms or required by law.

6.2 Subscription Plans

If you purchase a subscription plan:

• Subscriptions automatically renew at the end of each billing period unless cancelled

• You authorize us to charge your payment method on a recurring basis

• Subscription fees may change with 30 days' notice

• You may cancel your subscription at any time through your account settings

6.3 Payment Processing

Payments are processed by third-party payment processors. You agree to comply with their terms and conditions. We do not store complete credit card information.

6.4 Taxes

Fees are exclusive of all taxes, levies, or duties. You are responsible for payment of all such taxes except those based on NiaKai's net income.

6.5 Usage-Based Fees

Some features may be billed based on usage (e.g., API calls, tokens processed). You are responsible for monitoring your usage and managing associated costs. We may set usage limits to prevent unexpected charges.

7. Third-Party Services and Links

The Platform may contain links to third-party websites, applications, or services, and may integrate with third-party tools. We are not responsible for the content, accuracy, or practices of any third-party services. Your use of third-party services is governed by their respective terms and privacy policies.

8. Acceptable Use Policy

Your use of the Platform is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. Violations of the Acceptable Use Policy constitute a material breach of these Terms.

9. Privacy and Data Protection

9.1 Privacy Policy

Your privacy is important to us. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

9.2 Data Processing Agreement

Enterprise customers who process personal data through the Platform may be required to enter into a separate Data Processing Agreement (DPA) with NiaKai.

10. Term and Termination

10.1 Term

These Terms commence when you first access the Platform and continue until terminated in accordance with this Section.

10.2 Termination by You

You may terminate these Terms at any time by discontinuing use of the Platform and closing your account through your account settings or by contacting us at support@niakai.ai.

10.3 Termination by NiaKai

We may suspend or terminate your access to the Platform immediately, with or without notice, for any reason, including:

• Violation of these Terms or our Acceptable Use Policy

• Fraudulent, abusive, or illegal activity

• Extended periods of inactivity

• Upon your request

• For any other reason at our sole discretion

10.4 Effect of Termination

Upon termination:

• Your license to use the Platform immediately ceases

• We may delete your account and all associated content

• Sections that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability

• No refunds will be provided for prepaid fees, except as required by law

11. Warranties and Disclaimers

11.1 User Warranties

You represent and warrant that:

• You have the legal capacity to enter into these Terms

• Your use of the Platform complies with all applicable laws

• Your Input does not violate any third-party rights

• You have obtained all necessary consents and permissions for your use of the Platform

11.2 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, NIAKAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

NIAKAI DOES NOT WARRANT THAT:

• The Platform will meet your requirements or expectations

• The Platform will be uninterrupted, timely, secure, or error-free

• The results obtained from using the Platform will be accurate or reliable

• Any errors in the Platform will be corrected

• The Platform is suitable for any particular purpose, including professional advice

11.3 No Professional Advice

The Platform provides artificial intelligence-generated content for informational purposes only. Output from the Platform does not constitute professional advice (legal, medical, financial, or otherwise) and should not be relied upon as such. You should consult qualified professionals for advice specific to your situation.

11.4 AI Limitations

You acknowledge that:

• AI-generated content may contain inaccuracies, errors, or biases

• The Platform may generate content that is inappropriate, offensive, or factually incorrect

• You should independently verify any AI-generated content before relying on it

• The Platform's training data has a knowledge cutoff date and may not reflect current information

12. Limitation of Liability

12.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NIAKAI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF NIAKAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Limitation of Liability Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, NIAKAI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE AMOUNT YOU PAID TO NIAKAI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, the above limitations and exclusions may not apply to you, and our liability will be limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless NiaKai, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Platform

• Your violation of these Terms or our Acceptable Use Policy

• Your violation of any rights of a third party

• Your Input or Output

• Any breach of your representations and warranties

NiaKai reserves the right to assume exclusive defense and control of any matter subject to indemnification by you, and you will cooperate with our defense of such claims.

14. Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

14.2 Informal Resolution

Before filing a claim, you agree to contact us at legal@niakai.ai to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith for at least 30 days.

14.3 Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California, or remotely via videoconference if mutually agreed. Judgment on the arbitration award may be entered in any court having jurisdiction.

Exceptions to Arbitration:

• Claims that may be brought in small claims court

• Claims for injunctive or equitable relief to protect intellectual property rights

• Claims where applicable law prohibits arbitration

Class Action Waiver: YOU AND NIAKAI AGREE THAT ANY PROCEEDINGS TO RESOLVE DISPUTES WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Neither you nor NiaKai may participate in a class action or class-wide arbitration.

Opt-Out Right: You may opt out of this arbitration agreement by sending written notice to legal@niakai.ai within 30 days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of arbitration.

14.4 Jurisdiction and Venue

If arbitration does not apply, you agree to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California for resolution of any disputes.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms on the Platform

• Updating the "Last Updated" date at the top of these Terms

• Sending notification to the email address associated with your account (for material changes)

• Displaying a prominent notice on the Platform

Your continued use of the Platform after the effective date of modified Terms constitutes acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Platform and may terminate your account.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and Acceptable Use Policy, constitute the entire agreement between you and NiaKai regarding the Platform and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and NiaKai's failure to assert any right under these Terms shall not constitute a waiver of such right.

16.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section shall be void.

16.5 Force Majeure

NiaKai shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, labor disputes, or governmental actions.

16.6 Notices

Notices to you may be provided via email, posted on the Platform, or through your account dashboard. Notices to NiaKai should be sent to legal@niakai.ai or:

NiaKai, Inc.
Attn: Legal Department
548 Market Street, PMB 298862
San Francisco, CA 94104-5401

16.7 Relationship

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and NiaKai.

16.8 Export Compliance

You agree to comply with all applicable export and import control laws and regulations in your use of the Platform. You represent that you are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. government list of prohibited or restricted parties.

16.9 Government Users

If you are a U.S. government entity, the Platform is a "commercial item" as defined in 48 C.F.R. § 2.101, and is provided with only those rights as are granted to all other users under these Terms.

16.10 Interpretation

Section headings are for convenience only and shall not affect the interpretation of these Terms. The words "include" and "including" shall be construed as inclusive and not exclusive.

17. Contact Information

For questions about these Terms, please contact us at:

NiaKai, Inc.
548 Market Street, PMB 298862
San Francisco, CA 94104-5401
Email: legal@niakai.ai
Phone: 510-906-6588
Website: www.niakai.ai

By using the NiaKai Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all policies incorporated by reference.