Terms of Service

1. Acceptance of Terms

By accessing or using the NSGPT Enterprise platform, website at www.nsgpt.ai, or any related services (collectively, the "Services") provided by NSGPT, Inc. ("NSGPT," "we," "us," or "our"), 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, and references to "you" include that organization. If you do not agree to these Terms, you must not use our Services.

2. Description of Services

NSGPT Enterprise is an agentic AI platform that transforms NetSuite data into actionable intelligence. Our Services include autonomous forecasting, anomaly detection, financial analytics, and strategic insights delivered by AI agents that connect directly to your NetSuite instance via read-only OAuth 2.0 access. The specific features and capabilities available to you depend on your subscription plan and configuration.

3. User Accounts

To access certain features of the Services, you must create an account. You agree to:

• Provide accurate, current, and complete registration information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

We reserve the right to suspend or terminate your account if any information provided proves to be inaccurate, outdated, or incomplete, or if we have reason to believe that account security has been compromised.

4. User Obligations

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

• Use the Services in any way that violates any applicable federal, state, local, or international law or regulation
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, servers, or networks connected to the Services
• Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Services
• Sell, resell, license, sublicense, distribute, rent, or lease the Services to any third party without our prior written consent
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Services
• Use the Services to transmit any viruses, malware, or other malicious code
• Interfere with or disrupt the integrity or performance of the Services

5. Subscription and Payment

Access to the NSGPT Enterprise platform requires a paid subscription. By subscribing, you agree to the following:

• Fees: You agree to pay all fees associated with your subscription plan as described at the time of purchase. All fees are quoted in U.S. dollars unless otherwise stated.
• Billing: Subscriptions are billed in advance on a recurring basis (monthly or annually, depending on your plan). You authorize us to charge your designated payment method for all applicable fees.
• Renewal: Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.
• Cancellation: You may cancel your subscription at any time. Cancellation will take effect at the end of the current billing period. We do not provide refunds for partial billing periods.
• Price Changes: We may modify our pricing with at least 30 days' prior notice. Continued use of the Services after a price change constitutes acceptance of the new pricing.

6. Intellectual Property

The Services, including all content, features, functionality, software, code, designs, text, graphics, logos, icons, images, audio, video, data compilations, and the overall look and feel thereof, are owned by NSGPT, Inc. or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

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

You retain all rights to your data, including any data within your NetSuite instance. NSGPT does not claim ownership of your data. We access your NetSuite data solely to provide the Services as described in our Privacy Policy.

7. Confidentiality

Each party agrees to hold in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Each party shall use at least the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not be disclosed to any third party except as necessary to perform obligations under these Terms and subject to confidentiality obligations at least as protective as those set forth herein.

8. Data Processing and Security

Our data handling practices are described in our Privacy Policy, which is incorporated into these Terms by reference. Additionally:

• We implement industry-standard security measures, including encryption in transit and at rest, to protect your information
• We use a zero data replication architecture -- your NetSuite financial data is never copied, stored, or replicated outside your NetSuite instance
• We maintain read-only access to your NetSuite instance and cannot modify, create, or delete any records
• Enterprise customers may request a Data Processing Agreement (DPA) for GDPR compliance

9. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

NSGPT does not warrant that the Services will be uninterrupted, error-free, or completely secure. AI-generated insights, forecasts, and recommendations are provided for informational purposes and should not be relied upon as the sole basis for financial, business, or legal decisions.

NSGPT does not provide financial, legal, tax, or accounting advice. You are responsible for verifying the accuracy and suitability of any insights generated by the Services before making decisions based on such information.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NSGPT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of, or inability to access or use, the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content

IN NO EVENT SHALL NSGPT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO NSGPT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE.

11. Indemnification

You agree to indemnify, defend, and hold harmless NSGPT and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; or (d) any claim that your use of the Services caused damage to a third party.

12. Term and Termination

These Terms are effective until terminated by either party. We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. You may terminate these Terms by ceasing all use of the Services and canceling your subscription.

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnification, and limitations of liability.

13. Modifications to Services and Terms

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

We may revise these Terms from time to time. If we make material changes, we will provide notice by updating the "Last Updated" date at the top of these Terms and, where appropriate, sending you a notification. Your continued use of the Services after any changes constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must stop using the Services.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Washington, United States, without regard to its conflict of law provisions. You agree that any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in King County, Washington.

Any dispute arising from these Terms that cannot be resolved through good-faith negotiation within thirty (30) days shall be resolved through binding arbitration administered in accordance with the rules of the American Arbitration Association. The arbitration shall take place in King County, Washington, and the decision of the arbitrator shall be final and binding.

15. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the original provision.

16. Entire Agreement

These Terms, together with our Privacy Policy and any applicable subscription agreement or order form, constitute the entire agreement between you and NSGPT regarding the Services and supersede all prior agreements, representations, and understandings. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

17. Contact Us

If you have any questions about these Terms of Service, please contact us: