Software Terms of Service

THESE TERMS GOVERN YOUR USE OF THE SOFTWARE PROGRAMS (THE “SOFTWARE”) PROVIDED BY NARADA AI, INC. ("Company").

AS A CONDITION OF YOUR ACCESS AND USE THE SOFTWARE, AS DEFINED HEREIN, OR ANY OF ITS PARTS, YOU (“YOU” OR “LICENSEE”) MUST AGREE TO THE FOLLOWING TERMS OF SERVICE AS THEY MAY BE AMENDED FROM TIME TO TIME (“TERMS”). LICENSEE’S SUBSEQUENT USE OF THE SOFTWARE WILL BE SUBJECT TO ANY ADDITIONS OR MODIFICATIONS TO THESE TERMS IN EFFECT AS OF THE DATE OF THAT USE. THE COMPANY MAY UPDATE, AMEND OR MODIFY THESE TERMS AT ANY TIME IN ITS SOLE DISCRETION. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR CONDITIONS, DO NOT PROCEED, AND DO NOT ACCESS OR USE THE SOFTWARE. BY PROCEEDING YOU ARE INDICATING YOUR AGREEMENT TO BE GOVERNED BY THESE TERMS IN THEIR ENTIRETY.

These Terms represent an agreement between the Company and you as the Licensee. By engaging with, installing, downloading, accessing or using the Software, you hereby accept and agree to be bound by these Terms as of the date any one of the foregoing activities first occurs (the “Effective Date”).

License Grant and Scope. Subject to and conditioned upon your strict compliance with all terms and conditions set forth in these Terms, the Company hereby grants to you a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use the Software, solely as set forth in this Section 1 and subject to all conditions and limitations set forth in Section 2 or elsewhere in these Terms. This license grants you a non-exclusive, non-transferable, and revocable right to access and use the Software through a web-based interface or browser extension. You shall use and run the Software in accordance with, and solely as set forth in, these Terms, and solely for your internal business purposes.
Restrictions. Your use of the Software and the rights granted to you in these Terms are subject to compliance with the restrictions set forth in this section. Except as provided in Section 1 above, you will not, and will not allow any third party to: (a) make, copy, modify, store, access, reproduce, or display the Software; (b) create any derivatives from the Software whatsoever, including without limitation, via formatting, editing, and/or data combination for distribution to any third party; (c) distribute, sublicense, rent, sell, lease or loan the Software or derivatives to any third party or, directly or indirectly, make the Software publicly accessible or viewable; (d) remove, bypass or circumvent any electronic or other forms of protection measure included on or with the Software; (e) alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on the Software; (f) disrupt, disable, or interfere with the integrity or performance of the Software, including through excessive use; (g) use the Software in a way that violates any applicable law or regulation or third party rights; or (h) otherwise access or use the Software in any way that is not expressly permitted by these Terms.
Collection and Use of Information. You acknowledge that the Company may collect and store (i) information regarding your use of the Software, (ii) information regarding the equipment on which the Software is installed or through which it otherwise is accessed and used, and (iii) any other information the Company deems necessary to fulfill its obligations under these Terms, including but not limited to information you send to the Company directly (collectively “Usage Data”). The Company may aggregate the Usage Data and share it with third parties and otherwise collect and use the Usage Data and other information as set forth in the Company’s Privacy Policy. You agree that the Company will own such Usage Data, including any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (“Intellectual Property Rights”) therein, and may use such Usage Data for any purpose including but not limited to: (i) improving the performance of the Software or developing updates and new products or technology; (ii) verifying your compliance with the terms of these Terms; and (iii) enforcing the Company’s Intellectual Property Rights in and to the Software.
Feedback. You may, in your sole discretion, provide the Company with input, comments or suggestions regarding your user experience with the Software as well as any possible modification, correction, improvement or enhancement of the Software (collectively “Feedback”). You agree that all Feedback is and will be given entirely voluntarily and, even if designated as confidential, will not create any confidentiality obligations for the Company. You hereby assign to the Company, on your behalf, all right, title and interest in and to the Feedback. You agree that the Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques or other Intellectual Property Rights contained in the Feedback for any purpose whatsoever.
Intellectual Property Rights. You acknowledge and agree that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under these Terms, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under these Terms. The Company reserves and shall retain its entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to you in these Terms. You shall promptly notify the Company if you become aware of any infringement of the Company’s Intellectual Property Rights in the Software and fully cooperate with the Company, at the Company’s sole expense, in any legal action taken by the Company to enforce its Intellectual Property Rights.
Fees and Payments.
1. You agree to pay to the Company the subscription and service fees (the “Fees”) established by the Company from time to time in connection with your use of the Software. All Fees must be paid in advance, and will be collected by our third party payments provider at checkout. All Fees are non-refundable. The Fees collected by the third party payments provider will be subject to the terms of Section 7 (Links to Third Party Materials) below. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your use of the Software, except for those taxes based on the Company’s net income. The Company reserves the right to charge you for any Taxes incurred in connection with your use of the Software except as set forth herein. Should any payment for the Software be subject to withholding tax by any government, you agree to reimburse the Company for such withholding tax. You will provide the Company with any applicable tax identification information that the Company may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. You will be liable to pay (or reimburse the Company for) any taxes, interest, penalties, or fines arising out of any mis-declaration by You.
2. The Company reserves the right to adjust the Fees at any time in its sole discretion.
3. The Company reserves the right to terminate your access to the Service in the event that any Fees are unpaid.
Links to Third Party Materials.
1. The Software may contain materials from third-parties. The Company does not control such materials, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from such third party materials and to comply with any related licenses or terms of use. You acknowledge and agree that the Company is not involved in the creation or development of third-party materials and disclaims any responsibility for third-party materials, services and websites, and cannot be liable for claims arising out of or relating to the above. Further, you acknowledge and agree that the Company has no obligation to monitor, review, or remove links to third-party materials, but reserves the right to limit or remove use of or links to third-party services or websites in the Software at its sole discretion. The use of any materials, services or websites is controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites, including any licenses contained therein. You access such third-party materials at your own risk. The Company expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Software. You hereby agree to hold the Company harmless from any liability that may result from the use of links that may appear in the Software.
2. As part of the functionality of the Software, you may link your account with online accounts you may have with third-party service providers (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Software; or (ii) allowing the Company to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to the Company and/or grant the Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers. By granting the Company access to any Third-Party Accounts, you understand that (1) the Company may access or make available any content that you have provided to or have stored in your Third-Party Social Networking Service Account (the “SNS Content”) so that it is available on and through the Software via your account, and (2) the Company may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your account with the Third-Party Account. Please note that if a Third-Party Account or associated service becomes unavailable or the Company’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Software. You will have the ability to disable the connection between the Software and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY PROVIDERS. The Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and the Company is not responsible for any SNS Content.
Communication. We may communicate with you through email and push notification on your mobile device:
1. Push Notification. By installing our Software and connecting it with your mobile device, you consent to receive push notifications. These notifications are messages sent to your mobile device by the app, even when the app is not actively running.
2. Email Communications. Narada may send you emails related to the service, such as notifications when User Content is processed, shared, or for other service-related purposes. We may also send emails about our products and services, along with those from third parties. If you do not wish to receive promotional emails, you can opt out by following the unsubscribe instructions provided in the promotional email itself.
Term and Termination. The license granted hereunder shall begin on the Effective Date and continue until terminated as set forth herein (the “Term”). The Company may, in its sole discretion, at any time and for any or no reason, terminate your access to the Software immediately, and without prior notice from the Company, in the event that you fail to comply with any provision of these Terms or if the Company reasonably suspects that you are using the Software in violation of applicable laws or regulations. Upon request by the Company, you shall cease all use of the Software and delete all copies of the Software from all of your devices and systems.
Warranty Disclaimer. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
Limitation of Liability. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES AND IN NO EVENT WILL THE TOTAL LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE EXCEED $100.00 USD. THE FOREGOING LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Indemnification. You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your misuse of the Software, your breach of these Terms, or Company’s use of SNS Content.
Compliance with Laws. You are responsible for your own compliance with laws, regulations and other legal requirements applicable to the conduct of your business and these Terms, and you agree to comply with all laws, regulations and other legal requirements, including, without limitation, all data protection, privacy, intellectual property, customs and export control laws and regulations.
General Terms. These Terms and the Privacy Policy constitute the entire agreement between the parties with respect to access to and use of the Software and supersedes all previous and contemporaneous agreements, understandings and arrangements, whether oral or written. The failure or delay of the Company to exercise any rights under these Terms shall not be deemed a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a waiver of any right on any other occasion. Any other provisions contained herein to the contrary notwithstanding, neither party hereto shall be liable to the other party for loss, injury, delay, or damages, or other casualty suffered or incurred by such other party due to governmental regulations or directions, outbreak of a state emergency, Act of God, war, warlike hostilities, terrorism, civil commotion, riots, epidemics, storms, fires, strikes, lockouts, and any other similar cause or causes beyond the reasonable control of the party whose performance is affected by such cause or causes. You shall not assign (by operation of law or otherwise), rent, sell, sublicense, sub-contract or otherwise transfer the Agreement or any portion thereof to any other person, firm, or entity without the Company’s express prior written consent. Any attempted assignment or transfer in violation of this Section will be null and void. The Company may freely assign its rights and obligations under these Terms. These Terms will be binding upon Licensee and the Company and inure to the benefit of Licensee and the Company and its and their respective successors and permitted assigns. In the event the Company must seek the services of an attorney to enforce the provisions of the Agreement, Licensee shall pay all reasonable attorney’s fees, costs and damages incurred by the Company, whether such attorney’s fees, costs and damages are incurred in or out of court. Any disputes arising out of these Terms will be governed, construed, and enforced in accordance with the laws of the State of California, without giving effect to its conflict of law rules. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in the City of Santa Clara, California. The Company may update, amend or modify these Terms at any time in its sole discretion. You hereby grant permission and consent to receive information and notice via electronic mail transmissions from the Company at the address provided to the Company in connection with your use of the Software. All notices to the Company shall be delivered to the Company at legal@narada.ai. Any notice under these Terms must be in writing and delivered by personal delivery, overnight courier, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, one day after deposit with an overnight courier, five days after deposit in the mail, or upon confirmation of receipt of an email.

BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM, AND FURTHER AGREE THAT THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT BETWEEN THE COMPANY AND YOU RELATING TO THESE TERMS.