NIMBUS21 PLATFORM TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

1.1 These Terms of Service ("Terms") constitute a binding agreement between you (whether an individual or entity, "Customer", "you") and NIMBUS21 LIMITED, a company incorporated in England and Wales (Company Number: 16520272) with registered offices at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom ("NIMBUS21", "we", "us", "our").

1.2 By accessing or using the NIMBUS21 Platform, including but not limited to our AI infrastructure, analytics platforms, data integration services, and related software services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms.

1.3 If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

2. SERVICES DESCRIPTION

2.1 Platform Services: NIMBUS21 provides a proprietary AI-powered platform ("Platform") enabling:

• Multi-agent AI workflow orchestration
• Data source integration and management
• Automated data collection and processing
• AI-powered analytics and insights
• Database management systems
• Caching and vector storage solutions
• User interface for data management and AI interaction
• Custom reporting and business intelligence capabilities

2.2 Service Levels: NIMBUS21 shall use commercially reasonable efforts to maintain 99.9% Platform availability, measured monthly, excluding scheduled maintenance.

2.3 Platform Evolution: NIMBUS21 reserves the right to modify, update, or discontinue any aspect of the Services at our sole discretion, with or without notice.

3. CUSTOMER OBLIGATIONS

3.1 Account Responsibilities

• Maintain accurate account information
• Safeguard authentication credentials
• Promptly notify us of unauthorized access
• Ensure all users comply with these Terms

3.2 Acceptable Use

Customer shall not:

• Violate any applicable laws or regulations
• Infringe intellectual property rights
• Transmit malicious code or engage in harmful activities
• Attempt to breach or test Platform security
• Resell Services without written authorization
• Use Services for illegal data collection or processing
• Exceed authorized usage limits

3.3 Data Collection Compliance

• Customer warrants full legal right to collect, process, and analyze all data
• Customer shall obtain necessary permissions for data collection from third-party sources
• Customer indemnifies NIMBUS21 for any claims arising from data collection activities
• Customer acknowledges sole responsibility for compliance with website terms of service and robots.txt files

4. FEES AND PAYMENT

4.1 Subscription Fees

Customer shall pay all fees as specified in the selected subscription plan via our Platform.

4.2 Payment Processing

• All payments processed automatically via Stripe
• Subscription fees charged monthly in advance
• Payment method must remain valid and current
• All fees are non-refundable once charged

4.3 Tax Obligations

Customer is responsible for any applicable taxes arising from use of the Services; Customers shall self-account under the reverse charge mechanism.

4.4 Payment Failures

• Customer must update payment information immediately upon failure
• Services may be suspended automatically for failed payments
• Access restored upon successful payment
• Multiple failures may result in account termination

4.5 Price Changes: NIMBUS21 may adjust subscription fees with 30 days' notice. Continued use after the notice period constitutes acceptance of new fees.

4.6 Suspension Rights: NIMBUS21 may suspend or terminate Services immediately upon payment failure or charge reversal.

5. INTELLECTUAL PROPERTY

5.1 NIMBUS21 Property: All Platform technology, software, algorithms, interfaces, and improvements remain NIMBUS21's exclusive property.

5.2 Customer Data: Customer retains ownership of Customer Data. Customer grants NIMBUS21 a worldwide, royalty-free license to use Customer Data solely for providing Services.

5.3 Aggregated Data: NIMBUS21 may use anonymized, aggregated data for improvement and development purposes.

5.4 Feedback: Any feedback provided becomes NIMBUS21's property without compensation.

6. DATA PROTECTION

6.1 Roles: NIMBUS21 acts as Data Processor; Customer is Data Controller.

6.2 Compliance: Both parties shall comply with applicable data protection laws including UK GDPR.

6.3 Security: NIMBUS21 implements industry-standard security measures.

6.4 Customer Warranty: Customer warrants lawful basis for all data processing instructions.

7. CONFIDENTIALITY

7.1 Each party shall maintain confidentiality of the other's Confidential Information.

7.2 Confidentiality obligations survive termination for 5 years.

8. WARRANTIES AND DISCLAIMERS

8.1 NIMBUS21 Warranties: NIMBUS21 warrants Services will perform substantially as described when properly used.

8.2 DISCLAIMERS: SERVICES PROVIDED "AS IS". NIMBUS21 DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. NO WARRANTY REGARDING AI OUTPUTS, PREDICTIONS, OR THIRD-PARTY DATA AVAILABILITY.

8.3 Customer Warranties

Customer warrants:

• Legal right to use Services
• Compliance with all applicable laws
• Authority to provide data for processing
• No violation of third-party rights

9. LIMITATION OF LIABILITY

9.1 Liability Cap: NIMBUS21's total liability shall not exceed the lesser of: (a) fees paid in the 3 months preceding the claim; or (b) £10,000.

9.2 Excluded Damages: Neither party liable for indirect, consequential, special, or punitive damages, lost profits, or lost data.

9.3 Exceptions: Limitations don't apply to fraud, gross negligence, or death/personal injury.

10. INDEMNIFICATION

10.1 Customer Indemnity

Customer shall defend and indemnify NIMBUS21 against all claims arising from:

• Customer's use of Services
• Violation of these Terms
• Data collection activities
• Infringement of third-party rights
• Data protection breaches

11. TERM AND TERMINATION

11.1 Term: These Terms commence upon subscription activation and continue on a month-to-month basis until terminated.

11.2 Customer Termination

• Customer may cancel subscription at any time through the Platform
• Cancellation takes effect at the end of the current billing period
• No refunds for partial months or unused time
• Customer retains access until end of paid period

11.3 NIMBUS21 Termination Rights

• 30 days' notice for service discontinuation or without cause
• Immediately for payment failure or chargebacks
• Immediately for material breach of these Terms
• Immediately for violation of Acceptable Use Policy

11.4 Service Changes

NIMBUS21 shall provide 30 days' notice before:

• Discontinuing the Services
• Making material adverse changes to functionality
• Implementing changes that require customer action

11.5 Effect of Termination

• Upon termination, access ceases at end of billing period
• Customer data available for export for 30 days post-termination
• After 30 days, all Customer data may be permanently deleted
• No obligation to maintain or forward any data

11.6 Survival: Provisions regarding payment, IP rights, confidentiality, liability limitations, and indemnification survive termination.

12. FORCE MAJEURE

12.1 Neither party liable for delays due to circumstances beyond reasonable control, including changes to third-party APIs, platforms, or data sources.

13. MODIFICATIONS

13.1 NIMBUS21 may modify these Terms with 30 days' notice. Continued use constitutes acceptance.

14. GOVERNING LAW

14.1 These Terms are governed by English law.

14.2 Exclusive jurisdiction of the English courts in London.

15. GENERAL

15.1 Entire Agreement: These Terms and applicable Order Forms constitute the entire agreement.

15.2 Assignment: Customer may not assign without written consent. NIMBUS21 may assign freely.

15.3 Severability: Invalid provisions shall be modified to reflect parties' intent.

15.4 Waiver: No waiver effective unless written and signed.

15.5 Notices: All notices to NIMBUS21 sent to [email protected].

15.6 Relationship: Parties are independent contractors.

15.7 No Third-Party Rights: These Terms don't create third-party beneficiary rights.

16. SERVICE-SPECIFIC TERMS

16.1 AI Services: Algorithm changes at NIMBUS21's discretion. No warranty on accuracy of AI-generated outputs.

16.2 Data Collection Services: No liability for source website changes or availability. Customer bears all risks.

16.3 Platform Access: NIMBUS21 controls access methods and may implement usage limits.

17. SUPPORT

17.1 Standard Support: Email support included during business hours (9:00-17:00 GMT, Monday-Friday).

17.2 Premium Support: Available at additional fees specified in Order Form.

CONTACT INFORMATION

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Director Authorization: Shalva Dvaladze
Company Number: 16520272
Last Updated: September 16, 2025