Terms of Service for NiaKai, Inc.

These Terms of Service ("Terms") are a binding agreement between you and NiaKai, Inc. ("NiaKai," "we," "us," or "our") governing your access to and use of niakai.ai and our artificial-intelligence services, websites, apps, APIs, and related features (collectively, the "Services"). By accessing or using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

You must be at least 13 years old (or at least 16 in the EEA/UK/Switzerland) and old enough to form a binding contract in your jurisdiction to use the Services. The Services are not directed to children below these ages.

Some features require an account. You agree to provide accurate, current, and complete information, keep it updated, and safeguard your credentials. You are responsible for activity under your account. Notify us promptly of any unauthorized use or security breach.

The Services use artificial-intelligence technologies to generate responses, content, and other outputs. We may modify, suspend, or discontinue any part of the Services at any time, including features, models, and availability. Beta, preview, or experimental features may be offered "as is" and may change or end without notice.

Inputs: you retain ownership of the prompts, files, and other content you submit ("Inputs"). You grant us a worldwide, non-exclusive, royalty-free license to use Inputs as needed to operate, secure, and improve the Services, consistent with our Privacy Policy and any applicable contract.

Outputs: subject to these Terms and applicable law, and to the extent of our rights in them, we assign to you our right, title, and interest in the outputs generated for you by the Services ("Outputs"). Because of the nature of AI, Outputs may not be unique, and similar or identical Outputs may be generated for other users.

Responsibility: you are responsible for your Inputs and for your use of Outputs, including confirming that they are appropriate, accurate, and lawful for your use case before relying on or distributing them.

You agree not to use the Services to: violate any law or the rights of others; develop, distribute, or facilitate malware or other harmful code; generate content that is unlawful, infringing, defamatory, or that exploits or harms minors; harass, threaten, or deceive others; attempt to gain unauthorized access to the Services or related systems; probe, scan, or test vulnerabilities without authorization; interfere with or disrupt the Services; circumvent rate limits or usage restrictions; scrape or extract data except as permitted; misrepresent Outputs as human-generated where disclosure is required; or use the Services to build a competing product by systematically extracting Outputs or model behavior. We may investigate violations and suspend or terminate access for conduct that violates this section.

The Services, including software, models, interfaces, designs, text, and trademarks, are owned by NiaKai or its licensors and are protected by intellectual-property laws. Except for the limited rights expressly granted in these Terms, no rights are granted to you. You may not copy, modify, reverse engineer, or create derivative works of the Services except as permitted by law.

If you provide suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.

Some Services may require payment. Fees, billing terms, and renewal terms will be presented at purchase. Payments are processed by third-party payment processors, and you agree to their applicable terms. Except as required by law or expressly stated at purchase, fees are non-refundable. We may change pricing with notice, effective for subsequent billing periods. Taxes are your responsibility unless stated otherwise.

The Services may link to or interoperate with third-party sites, products, and services. Those third parties are governed by their own terms and policies, and we are not responsible for them. Your use of third-party services is at your own risk.

Our collection and use of personal information in connection with the Services is described in our Privacy Policy, which is incorporated into these Terms by reference.

THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AI-GENERATED OUTPUTS MAY BE INACCURATE, INCOMPLETE, OR OFFENSIVE AND DO NOT CONSTITUTE PROFESSIONAL ADVICE (INCLUDING LEGAL, MEDICAL, OR FINANCIAL ADVICE). DO NOT RELY ON OUTPUTS WITHOUT INDEPENDENT VERIFICATION. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NIAKAI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE CLAIM AROSE OR (B) USD $100. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless NiaKai and its officers, directors, employees, and agents from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from your Inputs, your use of the Services or Outputs, or your violation of these Terms or applicable law.

These Terms apply while you use the Services. You may stop using the Services at any time. We may suspend or terminate your access at any time, with or without notice, if we reasonably believe you have violated these Terms, to protect the Services or other users, or as required by law. Upon termination, your right to use the Services ends; sections that by their nature should survive (including Sections 5, 7, 8, 12, 13, 14, 16, and 17) survive termination.

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. Before filing a claim, you agree to first contact us at privacy@niakai.ai and attempt to resolve the dispute informally for at least 30 days. Except where prohibited by law, any dispute that cannot be resolved informally will be resolved by binding individual arbitration in San Francisco, California, administered under the rules of a recognized arbitration provider, and you and NiaKai each waive the right to a jury trial and to participate in a class action. Either party may bring qualifying claims in small-claims court or seek injunctive relief for intellectual-property misuse in a court of competent jurisdiction. For any matter not subject to arbitration, the state and federal courts located in San Francisco County, California will have exclusive jurisdiction. Nothing in this section limits rights that cannot be limited under the laws of your place of residence.

These Terms, together with the Privacy Policy and any applicable order or enterprise agreement, are the entire agreement between you and NiaKai regarding the Services. If an enterprise agreement conflicts with these Terms, the enterprise agreement controls for that customer. If any provision is found unenforceable, the remainder stays in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. We are not liable for delays or failures caused by events beyond our reasonable control.

We may update these Terms from time to time. We will post updates here, revise the Last Updated date, and, where required, provide additional notice (for example, by email or banner). Continued use after the effective date constitutes acceptance.

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