Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and NSTACK Enterprises LLC ("NSTACK," "we," "us," or "our") governing your access to and use of the NSTACK platform, website, and applied AI services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization. Enterprise clients with executed Master Service Agreements (MSAs) should refer to those agreements, which take precedence over these Terms in the event of any conflict.

NSTACK provides an enterprise AI platform and applied AI services for financial services organizations. Our Services include, but are not limited to:

• AI-powered document intelligence and ingestion engines
• Workflow automation and orchestration platforms
• Advisory and client-facing AI applications
• Compliance monitoring and regulatory technology solutions
• Custom AI model development and deployment
• Platform integration and data pipeline services
• Ongoing managed AI operations and support

Services are delivered through our proprietary SpecRun methodology, which encompasses scoping (Spec), building and deployment (Run), and ongoing optimization (Scale). Specific service scope, deliverables, and timelines are defined in individual Statements of Work (SOWs) or engagement letters.

To access certain features of our Services, you may need to create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain the security of your account credentials and not share them with unauthorized parties
• Promptly notify us of any unauthorized access to or use of your account
• Accept responsibility for all activities that occur under your account

We reserve the right to suspend or terminate accounts that violate these Terms or pose a security risk to our platform or other clients.

Permitted Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription or engagement.

Restrictions

You agree not to:

• Reverse engineer, decompile, or disassemble any part of the Services or underlying technology
• Use the Services to develop competing products or services
• Sublicense, resell, or redistribute the Services without our prior written consent
• Use the Services in violation of any applicable law or regulation
• Attempt to gain unauthorized access to other clients' data or system resources
• Introduce malicious code, viruses, or other harmful materials into the platform
• Use the Services to process data that you do not have the legal right to process
• Exceed usage limits or attempt to circumvent rate limiting or access controls

NSTACK Platform IP

NSTACK retains all rights, title, and interest in the Services, including the platform architecture, proprietary algorithms, frameworks, methodologies (including SpecRun), user interfaces, documentation, and all related intellectual property. Nothing in these Terms transfers ownership of NSTACK's pre-existing or independently developed IP to you.

Client IP

You retain all rights, title, and interest in your data, content, and any pre-existing intellectual property you provide to us. You grant NSTACK a limited license to use your materials solely for the purpose of delivering the Services.

Custom Deliverables

Ownership of custom-built applications, models, and configurations developed specifically for you is governed by the applicable SOW or MSA. Unless otherwise specified in writing, custom deliverables built on top of the NSTACK platform are owned by the Client, while the underlying platform components remain NSTACK's property.

You retain full ownership of all data you provide to or generate through the Services ("Client Data"). We process Client Data solely as a data processor on your behalf, in accordance with your instructions and applicable data processing agreements.

• Data Isolation: Client Data is logically isolated within our platform. We do not commingle data across client environments.
• No Cross-Training: We do not use Client Data to train models for other clients or for general-purpose AI development.
• Data Portability: Upon request, we will provide Client Data in a standard, machine-readable format.
• Data Deletion: Upon termination of services, we will delete Client Data within the timeframe specified in the applicable agreement, typically within 30 days.

For detailed data processing terms, please refer to our Data Processing Addendum (DPA), which is incorporated by reference into enterprise agreements.

Our Services may generate outputs using artificial intelligence, including but not limited to document summaries, data extractions, recommendations, and automated workflows ("AI Outputs").

• Ownership: AI Outputs generated using Client Data belong to the Client, subject to the terms of the applicable agreement.
• Accuracy: While we strive for high accuracy, AI Outputs may contain errors or inaccuracies. You are responsible for reviewing and validating AI Outputs before relying on them for business decisions.
• No Guarantee: We do not guarantee that AI Outputs will be error-free, complete, or suitable for any particular purpose.
• Human Oversight: Critical business decisions should involve human review and judgment. AI Outputs are intended to augment, not replace, human decision-making.

We strive to maintain high availability of our Services. Specific service level commitments, including uptime guarantees and support response times, are defined in the applicable Service Level Agreement (SLA) for enterprise clients.

We reserve the right to perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without prior notice when necessary to protect the security or integrity of the platform.

Fees for the Services are set forth in the applicable SOW, order form, or pricing schedule. Unless otherwise specified:

• Fees are invoiced in accordance with the payment schedule in the applicable agreement
• All fees are quoted in U.S. dollars and are exclusive of applicable taxes
• Payment is due within 30 days of invoice date unless otherwise agreed
• Late payments may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower
• We reserve the right to suspend Services for accounts with overdue balances exceeding 60 days

Each party agrees to maintain the confidentiality of the other party's Confidential Information. "Confidential Information" includes all non-public information disclosed by one party to the other, including but not limited to business plans, technical data, product designs, pricing, client lists, and proprietary methodologies.

• Confidential Information shall be used solely for the purpose of performing obligations under these Terms
• Each party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care
• Confidentiality obligations survive termination of these Terms for a period of three (3) years, except for trade secrets which are protected indefinitely

Confidentiality obligations do not apply to information that is publicly available, independently developed, rightfully received from a third party, or required to be disclosed by law.

NSTACK Warranties

NSTACK warrants that:

• The Services will be performed in a professional and workmanlike manner consistent with industry standards
• The Services will materially conform to the specifications described in the applicable documentation and SOW
• NSTACK has the right and authority to provide the Services and grant the licenses described herein
• The Services will comply with applicable laws and regulations in all material respects

Disclaimers

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NSTACK DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

NSTACK does not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected. AI-generated outputs are probabilistic in nature and should not be relied upon as the sole basis for critical business decisions.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

EXCEPT FOR OBLIGATIONS ARISING FROM BREACH OF CONFIDENTIALITY, INDEMNIFICATION, OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO NSTACK DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if the party has been advised of the possibility of such damages.

NSTACK Indemnification

NSTACK shall indemnify, defend, and hold harmless the Client from and against any third-party claims alleging that the Services, as provided by NSTACK, infringe any valid intellectual property right of a third party, provided that Client promptly notifies NSTACK of the claim and cooperates in the defense.

Client Indemnification

Client shall indemnify, defend, and hold harmless NSTACK from and against any third-party claims arising from: (a) Client's use of the Services in violation of these Terms; (b) Client Data or any content provided by Client that infringes third-party rights; or (c) Client's violation of applicable laws or regulations.

These Terms are effective upon your first access to the Services and continue until terminated. For enterprise engagements, the term is specified in the applicable MSA or SOW.

• Termination for Convenience: Either party may terminate with 30 days' written notice, unless otherwise specified in the applicable agreement
• Termination for Cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within 30 days of written notice
• Effect of Termination: Upon termination, your access to the Services will cease. We will provide Client Data in a standard format and delete it from our systems within 30 days, unless legally required to retain it

Sections relating to intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination.

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

Any dispute arising out of or relating to these Terms shall first be submitted to good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within 30 days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

Notwithstanding the foregoing, 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 MSA, SOW, DPA, and SLA, constitute the entire agreement between the parties regarding the subject matter hereof.
• Amendments: We may update these Terms from time to time. Material changes will be communicated with reasonable notice. Continued use of the Services after changes take effect constitutes acceptance.
• Assignment: Neither party may assign these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
• Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemics, or infrastructure failures.
• Notices: All notices under these Terms shall be in writing and delivered to the addresses specified in the applicable agreement or to the email addresses on file.

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