TERMS OF
SERVICE

By accessing or using the services provided by Nisco AI Systems ("Company," "we," "us," or "our"), including our website at niscosystems.com, the AgentOps Platform, and any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms").

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, do not use the Services.

Nisco AI Systems provides AI infrastructure services including, but not limited to:

AgentOps Platform — monitoring, billing, and orchestration tools for AI agent fleets.

AI Automation Services — workflow automation consulting, development, and deployment.

Custom Agent Development — design, development, and deployment of purpose-built AI agents.

Edge Intelligence Platform — edge computing and sensor network infrastructure for AI deployment.

The specific features, capabilities, and pricing of each service are described on our website and in individual service agreements.

Some Services require account registration. You agree to provide accurate, current, and complete information during registration and to update your information as necessary.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized access or use of your account.

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe have been compromised.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

Misuse the Services — use the Services to develop, train, or deploy AI systems intended to cause harm, generate illegal content, or violate the rights of others.

Circumvent security — attempt to gain unauthorized access to our systems, other users' accounts, or any computer networks connected to the Services.

Reverse engineer — decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Services, except where permitted by applicable law.

Exceed usage limits — use the Services in a manner that exceeds agreed-upon usage limits or that places an unreasonable burden on our infrastructure.

Resell without authorization — resell, sublicense, or redistribute the Services without our prior written consent.

We reserve the right to suspend or terminate access to the Services for violations of this section, with or without notice.

We strive to maintain high availability of our Services but do not guarantee uninterrupted access. The Services may be temporarily unavailable due to scheduled maintenance, updates, or circumstances beyond our control.

For clients on paid plans, service level agreements (SLAs) specifying uptime commitments, support response times, and remedies for service disruptions are defined in individual service agreements.

We will provide reasonable advance notice of scheduled maintenance whenever possible. Emergency maintenance may be performed without prior notice when necessary to protect the integrity of the Services.

Fees for the Services are as described on our website or in your individual service agreement. All fees are quoted in US dollars unless otherwise specified.

Billing — subscription services are billed in advance on a monthly or annual basis. Usage-based services are billed in arrears based on actual consumption.

Payment — payment is due within 30 days of invoice date unless otherwise agreed. Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

Taxes — all fees are exclusive of applicable taxes (including GST/HST). You are responsible for paying all taxes associated with your use of the Services.

Refunds — prepaid fees for unused subscription periods may be refunded on a pro-rata basis if we terminate your account without cause. No refunds are provided for usage-based charges or for terminations resulting from your breach of these Terms.

Our IP — the Services, including all software, documentation, trademarks, and content, are the property of Nisco AI Systems and are protected by Canadian and international intellectual property laws. These Terms do not grant you any ownership rights in the Services.

Your data — you retain all rights to the data you input into or generate through the Services ("Client Data"). You grant us a limited license to use Client Data solely to provide and improve the Services.

Deliverables — for custom development engagements, ownership of deliverables is specified in the applicable service agreement. Unless otherwise agreed, custom agent code and configurations developed specifically for you are assigned to you upon full payment.

Feedback — if you provide suggestions, ideas, or feedback about the Services, you grant us a non-exclusive, royalty-free license to use and incorporate such feedback into the Services.

No guarantee of AI output accuracy — AI systems, including the agents and models deployed through our Services, may produce inaccurate, incomplete, or inappropriate outputs. You acknowledge that AI outputs should be reviewed and validated before being relied upon for critical decisions.

Model provider dependencies — our Services may rely on third-party AI model providers (including Anthropic, OpenAI, and others). Changes to these providers' terms, pricing, availability, or capabilities may affect the Services. We will make reasonable efforts to minimize disruption but are not liable for changes outside our control.

Data processing — data processed through AI models may be subject to the terms and privacy policies of the underlying model providers. We maintain data processing agreements with our providers and will inform you of any material changes.

Continuous improvement — AI models and agent behaviors may be updated over time to improve performance. We will provide notice of material changes that may affect your use of the Services.

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services ("Confidential Information"). This includes, without limitation, technical specifications, business plans, pricing, and Client Data.

Confidential Information may not be disclosed to third parties without the disclosing party's prior written consent, except to employees, contractors, and advisors who need access and are bound by confidentiality obligations.

These obligations do not apply to information that is publicly available, independently developed, or disclosed pursuant to a legal obligation.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Exclusion of damages — Nisco AI Systems shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities, arising from or related to the Services.

Cap on liability — our total aggregate liability for all claims arising from or related to the Services shall not exceed the total fees paid by you to us in the twelve (12) months preceding the claim.

Exceptions — these limitations do not apply to liability arising from gross negligence, willful misconduct, or breaches of confidentiality obligations.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless Nisco AI Systems and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

Your use of the Services in violation of these Terms.

Your violation of any applicable law or regulation.

Any claim that your Client Data infringes the intellectual property or privacy rights of a third party.

By you — you may terminate your use of the Services at any time by providing written notice. Termination of subscription services takes effect at the end of the current billing period.

By us — we may suspend or terminate your access to the Services immediately if you breach these Terms, fail to pay fees when due, or if we are required to do so by law. We may also terminate the Services with 30 days' written notice for any reason.

Effect of termination — upon termination, your right to access the Services ceases immediately. We will make your Client Data available for export for a period of 30 days following termination. After this period, we may delete your data.

Survival — sections relating to intellectual property, limitation of liability, indemnification, governing law, and any accrued payment obligations survive termination.

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any disputes arising from or relating to these Terms or the Services shall first be subject to good-faith negotiation between the parties for a period of 30 days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in Toronto, Ontario, Canada, in accordance with the Arbitration Act, 1991 (Ontario).

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

Entire agreement — these Terms, together with any applicable service agreements, constitute the entire agreement between you and Nisco AI Systems regarding the Services.

Amendments — we may update these Terms from time to time. Material changes will be communicated through our website or by email. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

Severability — if any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Waiver — the failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Assignment — you may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

For questions about these Terms of Service, contact us at:

Nisco AI Systems

Toronto, ON, Canada

Email: info@niscosystems.com

Website: niscosystems.com