LEGAL
These terms and conditions (the “Terms”) are issued by Nebuly S.r.l., a società a responsabilità limitata incorporated in Italy, with registered office at Piazza Carlo Emanuele II, 19, 10123 Turin (TO), Italy, registered with the Companies’ Register of Turin under no. 12649650012, REA no. TO-1306221, tax code and VAT no. 12649650012, certified electronic mail nebuly@pec.it (“Nebuly”).
Where the Customer contracts with NebulyAI, Inc., a corporation incorporated in the State of Delaware, United States, with principal office at 1800 West Loop South, Suite 1600, Houston, TX 77027, United States, including by purchasing through a marketplace listing of NebulyAI, Inc., these Terms are issued by NebulyAI, Inc. and references to Nebuly are references to NebulyAI, Inc. (Article 1.4).
Articles 1 to 15 govern the supply of Nebuly’s software and services to its customers. Article 16 governs the use of Nebuly’s website. The software and the services are supplied for business purposes only and are not intended for consumers.
Contents
Scope
Software and Services
Software Licence, Access and Customer Responsibilities
Fees and Payment
Suspension
Intellectual Property and Feedback
Data and AI
Confidentiality
Warranties
Indemnification
Limitation of Liability
Compliance
Term and Termination
General
Marketplace Purchases
Use of the Website
1. Scope
1.1 Agreement. These Terms govern the licence of Nebuly’s software platform and the supply of the related services to Nebuly’s customers. The agreement between Nebuly and a customer (the “Customer”; Nebuly and the Customer each a “Party” and together the “Parties”) for that licence and supply, in whatever form, together with these Terms, is the “Agreement”.
1.2 Precedence. Where the Parties have expressly agreed otherwise, what they have agreed prevails to that extent; these Terms govern every other matter. A data processing agreement between the Parties prevails as to the processing of personal data. No purchase order, general condition or other document of the Customer varies the Agreement, even if not expressly rejected.
1.3 Previous terms. These Terms replace the terms previously published by Nebuly, including the legal terms last updated on 29 January 2026. Any reference to Nebuly’s terms of use, terms and conditions, legal terms or similar terms, however described, is a reference to these Terms.
1.4 Nebuly. References to Nebuly under any other name, including a former name, are references to Nebuly. Where the Customer has contracted with an Affiliate of Nebuly, these Terms apply to that Affiliate as if it were Nebuly.
1.5 Updates. Nebuly may update these Terms by publishing a new version stating the date of its update.
2. Software and Services
2.1 Software and Services. Nebuly grants the Customer a licence to use its software platform (the “Software”) and supplies the related services, including support (the “Services”), as agreed between the Parties and on the terms of the Agreement. Each supply of the Software and the related Services identified as such by the Parties is a “Service”; where no separate supplies are identified, the supply under the Agreement is a single Service.
2.2 Definitions. The technical documentation and release notes that Nebuly makes available for the Software, as updated from time to time, are the “Documentation”. A discrete analytical scope within the Software, within which the Customer’s interactions are analysed together and separately from those of any other such scope, is a “Use Case”; it typically corresponds to a specific GenAI application, assistant, agent, workflow or comparable deployment.
2.3 Support. Unless otherwise agreed, Nebuly provides technical support and maintenance for the Software, including bug fixes, patches and updates made generally available, by email at support@nebuly.com during business hours, being 08:00 to 20:00 Central European Time, Monday to Friday, excluding public holidays in Italy. Support addresses a case in which the Software does not operate as described in the Agreement or in the Documentation.
2.4 Evolution of the Software and Services. Nebuly may develop and modify the Software and the Services, and may use, replace or update third-party components and systems, provided that no such change materially reduces the overall functionality described in the Agreement or in the Documentation in effect at the Activation Date of the Service concerned.
3. Software Licence, Access and Customer Responsibilities
3.1 Software Licence. Nebuly grants the Customer, solely in connection with each Service and for the term of that Service, a limited, non-exclusive, non-transferable and non-sublicensable licence to use the Software solely for its internal business purposes and for the Use Cases and within the technical and quantitative limits agreed between the Parties (the “Software Licence”). The Software Licence permits the Customer:
(i) to access and use the Software;
(ii) to use the features, application programming interfaces and modules identified in the Agreement or in the Documentation and technically made available to it;
(iii) to install and run the Software within its own environment, only where a self-hosted deployment has been agreed, including through a purchase under Article 15; and
(iv) to use the Software and the Services for the Use Cases and within the quantities agreed between the Parties.
3.2 No transfer of ownership. The Software Licence transfers no ownership right in the Software. Nebuly retains every right that is not expressly granted.
3.3 Authorised Users. The Customer designates the individuals authorised to use the Software and the Services (the “Authorised Users”), is responsible for the security of their credentials and is responsible for their use as if it were its own. Credentials are personal and shall not be shared. The Customer shall notify Nebuly without undue delay of any unauthorised access, and of any suspected compromise of credentials, of which it becomes aware.
3.4 Affiliates. An entity that controls, is controlled by or is under common control with a Party is an “Affiliate” of that Party. For the purposes of the Agreement, “control” means the direct or indirect ownership of more than fifty percent (50%) of an entity’s voting rights, or the power to direct its management and policies, whether through ownership, contract or otherwise. “Controls”, “controlled by” and “under common control with” shall be construed accordingly.
3.5 Third-party access. No person other than the Customer and an Authorised User may access or use the Software or the Services, unless the Agreement expressly authorises that access. Where that access is authorised, the Customer remains responsible for that access and for compliance with the Agreement, and the third party acquires no right broader than the Customer’s.
3.6 No sublicence. Access by an Authorised User or a third party authorised under Article 3.5 is exercised under the Software Licence. It is not a sublicence, does not make that person a party to the Agreement and gives that person no right of its own.
3.7 Customer responsibilities. The Customer is responsible for the systems, integrations and configurations it operates and for the materials and data it makes available to Nebuly (the “Customer Data”), and shall provide the cooperation reasonably required for Nebuly to supply the Services. The Customer is responsible for the accuracy, the completeness and the format of the logs, the data and the configurations it provides. Where the Customer fails to perform an act on which Nebuly’s performance depends, Nebuly is excused from the affected obligation to the extent and for so long as that failure prevents or delays performance.
3.8 Rights in the Customer materials. The Customer warrants that it holds the rights and the authorisations necessary to make the Customer Data and any other material available to Nebuly for the purposes of the Agreement.
3.9 Restrictions. Neither the Customer nor any person using the Software or the Services, including an Authorised User and a third party authorised under Article 3.5, shall:
(i) copy, modify, adapt, translate or create derivative works of the Software, save as expressly permitted by the Agreement or as technically necessary to exercise the Software Licence as described in the Agreement or in the Documentation;
(ii) distribute, sell, rent, lease, lend or otherwise make the Software or the Services available to a person not authorised under Article 3.3 or 3.5, whether by way of access, resale, hosting or service bureau;
(iii) reverse engineer, decompile or disassemble the Software, save to the extent that this cannot be prohibited under applicable law, including the acts permitted for interoperability purposes under Directive 2009/24/EC and the national law implementing it;
(iv) extract, replicate or derive Nebuly’s software, models, model weights, taxonomies or methods, including by using the Software or the Outputs to train or validate a substitute;
(v) circumvent or interfere with access controls, capacity controls or the measurement of usage;
(vi) publish externally any benchmark or performance measurement of the Software or the Services;
(vii) use the Software or the Services otherwise than for the Use Cases or, except as otherwise agreed, in excess of the quantities agreed between the Parties; or
(viii) introduce, upload, transmit or make available any virus, malware or other code or material designed to compromise, damage, disrupt or impair the Software, the Services or Nebuly’s systems.
The Customer is responsible for compliance with this Article 3.9 by every person to whom it gives access.
3.10 Unlawful or abusive use. An unlawful or seriously abusive use of the Software or the Services is a material breach of the Agreement.
4. Fees and Payment
4.1 Fees. The fees and the payment terms are those agreed between the Parties. A fee that relates jointly to more than one Service remains payable in full for so long as any Service to which it relates remains in effect, unless otherwise agreed. A fee calculated as a percentage of another fee remains payable only to the extent that the fee forming its calculation base remains payable, and ceases when no such base fee remains payable.
4.2 Accrual. Fees for a Service accrue from the date on which that Service is activated (the “Activation Date”), being the date agreed between the Parties or, failing that, the date on which Nebuly first makes the Software available to the Customer under that Service.
4.3 Committed fees. Where committed fees have been agreed, the Customer owes them in full from the Activation Date of the relevant Service, whether or not the committed quantities are consumed. Nebuly invoices those fees in full on that Activation Date, unless payment by instalments has been expressly agreed.
4.4 Loss of the benefit of instalments. Where a Service or the Agreement terminates before the end of the applicable commitment period agreed for the affected Service or Services for a reason attributable to the Customer, including termination by Nebuly for the Customer’s material breach, the Customer loses the benefit of payment by instalments in respect of the terminated Service or Services, and the unpaid balance of the committed fees allocated to them for the remainder of the applicable commitment period falls due immediately.
4.5 Protected terminations. Article 4.4 does not apply where the Agreement or the Service concerned terminates under Article 10.3, under Article 14.5, or by the Customer for Nebuly’s material breach under Article 13.2 or 13.3. In those cases only the instalments attributable to the terminated Service or Services and already fallen due remain payable, no further instalment attributable to them falls due, and Nebuly refunds the unused prepaid portion of the fees allocated to the terminated Service or Services, calculated pro rata from the effective date of termination.
4.6 Invoicing and payment. The Customer shall pay each undisputed invoice within thirty (30) days of its date, without set-off or deduction, to the account notified by Nebuly. Fees are exclusive of value added tax, sales, use, goods and services and similar taxes, which the Customer pays in addition where due, and of the costs of any infrastructure, cloud resources or environment provisioned by the Customer, which are borne by the Customer and do not reduce the fees. Where the Customer is required by law to withhold or deduct any tax from a payment, the amount payable is increased so that Nebuly receives the amount it would have received absent that withholding or deduction, except to the extent that the withholding is reduced or eliminated under an applicable tax treaty upon Nebuly providing the certification reasonably required.
4.7 Late payment. Interest accrues on any undisputed amount not paid when due at the rate provided by Italian Legislative Decree no. 231/2002, implementing Directive 2011/7/EU, from the due date until payment.
4.8 Disputed invoices and usage. The Customer may dispute an invoice or the usage data on which it is based by written notice given within thirty (30) days of the invoice or report in which the amount or figure first appears, stating what is disputed and why, and shall pay the undisputed balance. Failing notice within that period the invoice and the usage data are final. The Parties shall review the dispute in good faith within thirty (30) days of the notice, and any correction is applied to the next invoice.
5. Suspension
5.1 Suspension for non-payment. Where an undisputed amount remains unpaid after its due date, Nebuly may suspend the affected Service on ten (10) days’ prior written notice, and may maintain the suspension for so long as the amount remains unpaid.
5.2 Immediate suspension. Nebuly may suspend the affected Service with immediate effect where the Customer’s use is unlawful or seriously abusive, or where that use, or an event affecting the Customer’s systems, seriously threatens the security of the Software, of the Services or of another customer’s data. Nebuly shall notify the Customer promptly and shall state the ground for the suspension.
5.3 Scope and duration. A suspension is limited to what is necessary to address its ground, and Nebuly restores the Service without undue delay once that ground has ceased. Suspension is not termination, and fees continue to accrue during a suspension.
6. Intellectual Property and Feedback
6.1 Nebuly materials and third-party components. Copyright and related rights, database rights, patent rights, trade mark and design rights, rights in trade names, know-how and trade secrets, and equivalent rights anywhere in the world, whether registered or unregistered, including applications and renewals, are intellectual property rights (the “Intellectual Property Rights”). Nebuly retains all Intellectual Property Rights in the Software and in the models, taxonomies, methods and other materials that it owns and uses to supply the Services, together with every improvement to them. All Intellectual Property Rights in third-party components incorporated into the Software or the Services remain with their respective owners. Those components are made available to the Customer under the Agreement, and Nebuly may use, replace or update them in accordance with Article 2.4. Open source components are subject to their own licences where those licences so require, and the Agreement does not restrict the rights those licences grant. The only rights granted to the Customer are the Software Licence under Article 3.1 and the licence granted under Article 6.3.
6.2 Customer Data. The Customer retains all rights, including all Intellectual Property Rights, in the Customer Data. The Customer grants Nebuly only the licence strictly necessary to supply, secure and support the Services for so long as they are supplied under the Agreement, and for no other purpose.
6.3 Outputs. The results generated by the Software and the Services for the Customer (the “Outputs”) belong to the Customer. Where an Output incorporates material in which Nebuly retains Intellectual Property Rights under Article 6.1, Nebuly grants the Customer a non-exclusive, perpetual, worldwide and royalty-free licence to use that material as part of the Output within the Use Cases; that material shall not be used to develop, train or validate a product, model or tool that replicates or substitutes the Software.
6.4 Feedback. Where the Customer provides suggestions or comments on the Software or the Services (the “Feedback”), Nebuly may use them without restriction and without obligation to the Customer. Feedback shall not contain Customer Data or the Customer’s Confidential Information, and this Article 6.4 grants no right in either.
7. Data and AI
7.1 Personal data. Where Nebuly processes personal data on behalf of the Customer in supplying the Services, that processing is governed by the data processing agreement between the Parties or, failing one, by Nebuly’s standard data processing agreement, provided on request, which is incorporated in the Agreement.
7.2 Permitted use. Nebuly uses the Customer Data and the Outputs, and the AI models needed to process them, only to supply the Services to the Customer. Customer Data shall not be combined with another customer’s data, or enriched or cross-referenced with an external or public source, unless the Customer has agreed the source and purpose in writing. A model may contribute its pre-existing parameters and general capabilities to an Output; this does not authorise the use of Customer Data for another customer or purpose.
7.3 No training. Unless the Parties agree otherwise in writing, the Customer Data, any data derived from it by cleaning, classification, labelling, aggregation, anonymisation, embedding or any other transformation, and the Outputs shall not be used for:
(i) training, retraining, fine-tuning or reinforcement learning of any model;
(ii) evaluating, benchmarking, developing, testing or validating a model or system intended for general use or for another customer; or
(iii) building a shared training dataset, evaluation corpus, prompt library, embedding, vector store, synthetic dataset, taxonomy or other reusable resource.
No configuration option, setting or deployment choice disapplies this Article 7.3.
7.4 Providers. A third party engaged by Nebuly to perform a data or AI function involving Customer Data or Outputs (a “Provider”) shall receive only the data required for that function, acquire no broader right than Nebuly, use the data for no independent purpose, perform no training, evaluation, benchmarking or product improvement on them and retain them no longer than required for that function. Nebuly shall impose these restrictions in writing, require equivalent downstream restrictions and remain responsible for each Provider. A provider, model or integration selected, configured or controlled by the Customer is the Customer’s responsibility.
7.5 No re-identification. Neither Party shall use anonymised or aggregated data or Outputs to identify or single out a natural person, or combine them with another source for that purpose. Nebuly shall impose the same restriction on each Provider.
7.6 Intended purpose and restricted uses. The Software is intended for the ex post analysis of completed textual interactions between users and AI systems, and of the textual records of the operation of such systems, to produce analytics and aggregate insights for the Customer’s internal professional use. Unless Nebuly has agreed otherwise in a prior written agreement specific to the Customer and to the use concerned, the Customer shall not use the Software, the Services or the Outputs:
(i) for a practice prohibited by Article 5 of Regulation (EU) 2024/1689 (the “AI Act”);
(ii) for a purpose falling within Annex III to the AI Act, including recruitment or selection, decisions on employment terms, promotion or termination, task allocation based on individual behaviour or personal characteristics, or monitoring or evaluating an individual worker;
(iii) as the sole or determinative basis for a decision producing legal or similarly significant effects on a natural person; or
(iv) to profile a natural person, including by combining, filtering or correlating Outputs to reconstruct an individual profile.
These restrictions apply irrespective of whether the AI Act applies to the Customer’s use of the Software.
7.7 Retention and deletion. Customer Data held by Nebuly is retained for ordinary processing for no more than a rolling twelve (12) months from receipt, and Outputs held by Nebuly are retained for the term of the Service concerned, unless otherwise agreed or applicable law requires a longer period. When a Service ends, the Customer may retrieve and export the Customer Data and the Outputs then held by Nebuly for thirty (30) days. Within thirty (30) days after that period, Nebuly deletes them from its active systems and, on request, confirms deletion in writing; backup copies are placed beyond use and deleted in the ordinary backup cycle. In a self-hosted deployment, retention and deletion within the Customer’s environment are configured and performed by the Customer.
8. Confidentiality
8.1 Confidential Information. Information disclosed by or on behalf of one Party to the other in connection with the Agreement, in any form and whether or not marked as confidential, that is identified as confidential or would reasonably be understood to be confidential from its nature or from the circumstances of disclosure, is confidential information (the “Confidential Information”). It includes product roadmaps, models, taxonomies, benchmarks, pricing, customer and prospect information, security materials, and the existence and content of commercial discussions. The Customer Data and the Outputs are Confidential Information of the Customer. This Article 8 protects the confidentiality of information only; the use, retention, export and deletion of data processed through the Software or the Services are governed by Article 7.
8.2 Obligations and permitted recipients. The receiving Party shall use the Confidential Information only for the purposes of the Agreement, shall protect it with no less care than it uses for its own information of comparable importance and in any event with reasonable care, and shall disclose it only to its personnel, its Affiliates and their personnel, and its professional advisers and service providers, who need to know it and are bound by confidentiality obligations no less protective than these. The receiving Party remains responsible for their compliance with this Article 8.
8.3 Restricted Security Materials. A Party may designate specific materials in writing as restricted security materials (the “Restricted Security Materials”), which may include penetration test reports, vulnerability assessments, infrastructure and architecture diagrams and third-party audit reports. They may be disclosed only to recipients identified in advance by name or by function, and not to a competitor of the disclosing Party or to any person whose access could reasonably be expected to create a material competitive or security risk for it. The receiving Party shall not copy or extract them except to the extent necessary for the purposes of the Agreement.
8.4 Competitive use. The receiving Party shall not use the disclosing Party’s Confidential Information to design, develop, train, test, improve, procure or commercialise a product, service, model or internal tool that competes with, replicates or is materially substitutive of the disclosing Party’s products or services, whether for itself, an Affiliate or a third party, and shall not make it available to personnel or contractors engaged in such an activity. Nebuly’s Confidential Information includes the taxonomies, evaluation criteria and logic, scoring and metric definitions, prompts, data models and methods made available through the Software or the Services, but not the Outputs as such. This Article 8.4 does not restrict the independent development of a product or service without use of the disclosing Party’s Confidential Information; a Party relying on independent development shall demonstrate it through contemporaneous records showing that the personnel concerned did not have access to that Confidential Information. The Parties acknowledge that a breach of this Article 8.4 may cause harm that damages alone cannot adequately compensate.
8.5 Exclusions. Confidential Information does not include information that is or becomes public other than through a breach of this Article 8, was lawfully known to the receiving Party free of any duty of confidence before disclosure, is lawfully received from a third party free of any duty of confidence, or is independently developed without use of the Confidential Information.
8.6 Required disclosure. A Party may disclose Confidential Information where required by law or by a competent authority or court, provided that, where lawful, it gives prior written notice, discloses only what is required and, at the other Party’s request and cost, reasonably cooperates in seeking confidential treatment or a protective order. Information so disclosed remains Confidential Information.
8.7 Confidentiality incidents. Where the receiving Party becomes aware of unauthorised access to, use or disclosure of Confidential Information, it shall notify the disclosing Party without undue delay and shall reasonably cooperate in containing and remediating the incident.
8.8 Return and destruction. On the disclosing Party’s written request, or within thirty (30) days after the Agreement ends, the receiving Party shall return or destroy the commercial and technical Confidential Information of the disclosing Party and, on request, confirm that it has done so. The receiving Party may retain information to the extent required by law, reasonably necessary to establish or defend a legal claim, or held in routine backups that cannot reasonably be isolated; retained information remains subject to this Article 8 and shall not be used for an operational purpose.
8.9 Duration. The obligations in this Article 8 continue for five (5) years after the Agreement ends and, for information that constitutes a trade secret, for so long as it remains a trade secret.
9. Warranties
9.1 Authority and rights. Each Party warrants that it has the power and the authority to enter into the Agreement and that the Agreement is entered into on its behalf by a duly authorised representative. Nebuly warrants that it holds the rights necessary to grant the Software Licence.
9.2 Standard of care, conformity and remedies. Nebuly shall supply the Services with reasonable skill and care and warrants that the Software and the Services will conform in all material respects to their description in the Agreement and in the Documentation in effect at the Activation Date of the Service concerned, and to any objectively measurable technical characteristic or performance parameter expressly agreed as binding between the Parties (a “Binding Specification”). A description of scope, deliverable, milestone or acceptance criterion agreed between the Parties does not constitute a Binding Specification or extend this warranty. Where Nebuly becomes aware of a material non-conformity, whether from the Customer’s notice or otherwise, it shall promptly intervene, at its option, to remedy the non-conformity or re-perform the affected Service.
9.3 Scope of warranty. The warranty under Article 9.2 is limited to the functions, characteristics and results expressly described in the Agreement or in that Documentation and to the Binding Specifications. Nebuly gives no warranty in respect of any other functionality, requirement, use, result, deliverable, milestone or acceptance criterion. Unless expressly agreed otherwise, Nebuly does not warrant uninterrupted or error-free operation. Nebuly is not responsible for an inaccuracy in an Output, or for a failure, interruption or degradation of the Software or the Services, directly caused by the Customer Data, by the absence, delay or format of the Customer Data, or by the Customer’s systems, integrations or configurations, and none of these constitutes a non-conformity under Article 9.2. This Article 9.3 does not exclude Nebuly’s indemnity under Article 10.1 or any liability that cannot be excluded or limited under applicable law.
10. Indemnification
10.1 Nebuly’s indemnity. Nebuly shall defend the Customer against a third-party claim that (i) the Software or the Services, used in accordance with the Agreement, infringe or misappropriate that third party’s Intellectual Property Rights; or (ii) arises directly from a negligent act or omission, gross negligence or wilful misconduct of Nebuly in supplying the Services. Nebuly shall indemnify the Customer against the damages and costs finally awarded or agreed in settlement in respect of that claim.
10.2 Exclusions. Article 10.1(i) does not apply to the extent that the claim arises from a material, dataset, model or integration specified, required or supplied by the Customer, from a modification made by or for the Customer, from use outside the Agreement, or from the combination of the Software or the Services with anything not supplied by Nebuly where the claim would not have arisen without that combination.
10.3 Mitigation. Where a claim under Article 10.1(i) arises or is reasonably likely, Nebuly may, at its own cost, procure for the Customer the right to continue using the Software and the Services or modify or replace the affected element so that it is no longer infringing. Where neither option is reasonably available, Nebuly may terminate the affected Service. Nebuly may terminate the Agreement only where the infringement or alleged infringement is not reasonably confinable to a single Service.
10.4 The Customer’s indemnity. The Customer shall defend Nebuly against a third-party claim arising from (i) Customer Data or other material that the Customer was not entitled to make available under Article 3.8, or (ii) use of the Software or the Services in breach of Article 3.9 or 3.10 by the Customer or by a person for whose use the Customer is responsible. The Customer shall indemnify Nebuly against the damages and costs finally awarded or agreed in settlement in respect of that claim.
10.5 Administrative sanctions. To the extent permitted by applicable law, each Party bears the administrative sanctions imposed on it for its own violations, and a Party shall indemnify the other against an administrative sanction only where that sanction is directly caused by its own breach of the Agreement or of a legal obligation binding on it.
10.6 Procedure. This Article 10.6 applies to a third-party claim under Article 10.1 or 10.4. The indemnified Party shall notify the claim without undue delay, shall give the indemnifying Party control of the defence and of the settlement, and shall provide reasonable cooperation at the indemnifying Party’s cost. The indemnifying Party shall not settle in a manner that imposes an obligation or an admission on the indemnified Party without its prior written consent. Delay in notification reduces the indemnity only to the extent that the delay prejudices the defence.
11. Limitation of Liability
11.1 Limitation of liability. To the fullest extent permitted by applicable law, neither Party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill or business reputation, or for indirect or consequential loss, in each case however arising. Each Party’s total aggregate liability arising out of or in connection with the Agreement, including liability under any indemnity, is limited to the fees attributable to the twelve (12) months preceding the first event giving rise to the liability. Where that event occurs before twelve (12) months have elapsed from the Activation Date of the Service to which the event relates, the limit is the fees attributable to the first twelve (12) months of the term of that Service, or to the entire term if shorter. Where no fee has yet accrued, the limit is EUR 50,000 (fifty thousand euro). For the purposes of this Article 11 the fees are those of the Service to which the event relates, and an event is attributed to the Service whose Customer Data, Use Cases or operation are affected; where more than one Service is affected, the event is a single event and the limit is that of the Service with the highest fees among them. Where the event is not reasonably attributable to any Service, the limit is EUR 50,000 (fifty thousand euro). No data processing agreement between the Parties varies this Article 11, the exclusions of loss, the indemnities or the allocation of risk under the Agreement. Nothing in this Article 11 limits a Party’s liability for wilful misconduct or gross negligence, for a breach of Article 3.9(i), (iii) or (iv) or of Article 8.4, or any liability that cannot be limited under applicable law. This Article 11 does not affect the Customer’s obligation to pay fees due.
12. Compliance
12.1 Compliance. Each Party shall comply with the laws applicable to it in performing the Agreement, including those concerning international sanctions, export control and the prevention of bribery and corruption. A Party is not required to perform an obligation to the extent that doing so would breach applicable law. It shall, where lawful, notify the other Party and limit any resulting suspension to what is necessary.
13. Term and Termination
13.1 Term. The Agreement remains in effect for so long as any Service has not ended; it ends when the last of those Services ends. Each Service runs from its Activation Date for the term agreed between the Parties. Where renewal has been agreed, the Service renews for successive periods equal to the initial term, unless agreed otherwise, subject to written notice of non-renewal given at least sixty (60) days before the end of the current period, unless a different notice period has been agreed. The end of one Service does not affect any other.
13.2 Termination for Service non-conformity. Where a material non-conformity under Article 9.2 remains unremedied for fifteen (15) days after the Customer first reports it in writing, the Customer may require its remedy by formal written notice. If Nebuly does not remedy it within thirty (30) days of that notice, the Customer may terminate the affected Service with immediate effect, and the Agreement as a whole only where the non-conformity affects every Service.
13.3 Termination for breach. Either Party may terminate a Service or the Agreement for breach only as provided in Articles 13.2 and 13.3. A material breach of Article 3.8, 3.9, 3.10, 4.6, 6.2, 7, 8 or 12, or of a data processing agreement between the Parties, entitles the other Party to terminate: on thirty (30) days’ written notice, where the breach is capable of remedy and remains unremedied when that period expires; with immediate effect, where it is not. The termination extends to the Service or Services to which the breach is reasonably confinable, and otherwise to the Agreement as a whole. Either Party may also terminate the Agreement with immediate effect where the other Party becomes subject to an insolvency or liquidation proceeding, to the extent permitted by applicable law.
13.4 Effects of termination. When a Service or the Agreement ends, the Software Licence and the rights of access end to the same extent; whatever continues under another Service is unaffected. The amounts due under Article 4 remain payable, subject to Article 4.5. The Customer shall, within thirty (30) days, cease use, uninstall and delete or return any copies of the Software installed in its environment, to the extent that no Service still in effect authorises them, and confirm this in writing by a certificate signed by an authorised representative; on Nebuly’s reasonable request, the Customer shall provide reasonable evidence of the deletion. Copies held in routine backups that cannot reasonably be isolated shall not be used and are deleted in the ordinary backup cycle.
13.5 Survival. Articles 3.9, 4, as to amounts accrued or falling due, 6, 7.3, 7.4, 7.5, 7.7, 8, 9.3, 10, 11, 13.4, 14 and 15.3 survive the end of the Agreement and, as applicable, of each Service. The Agreement ends when it is terminated as a whole or when every Service has ended.
14. General
14.1 Independent contractors. The Parties are independent contractors. Neither Party may bind the other or assume an obligation on its behalf.
14.2 Non-exclusivity. The relationship between the Parties is non-exclusive. The Customer may use other suppliers and Nebuly may supply services to other customers, subject to Articles 6, 7 and 8.
14.3 Assignment and change of control. Neither Party may assign or transfer the Agreement, in whole or in part, without the other Party’s prior written consent, which shall not be unreasonably withheld. Either Party may assign the Agreement in its entirety, on written notice, to a successor in connection with a merger, demerger, corporate reorganisation or sale of all or substantially all of the business or assets to which the Agreement relates, provided that the successor is not a competitor of the other Party and assumes all obligations under the Agreement. Each Party shall notify the other without undue delay where it undergoes a change of control, control having the meaning given in Article 3.4. A change of control is not an assignment and does not of itself affect the Agreement. Where, as a result of a change of control, the Customer comes under the control of a competitor of Nebuly, Nebuly may terminate the Agreement on sixty (60) days’ written notice, and Article 4.5 applies to that termination.
14.4 Subcontracting. Nebuly may subcontract the performance of its obligations and remains responsible for its subcontractors’ performance as if it were its own.
14.5 Force majeure. Neither Party is liable for a failure or delay in performance caused by an event beyond its reasonable control, provided that it notifies the other Party and takes reasonable steps to mitigate its effects. Where the event continues for more than sixty (60) days, either Party may terminate the affected Service or Services and may terminate the Agreement as a whole only where the effects of the event are not reasonably confinable to particular Services; Article 4.5 governs the fees on that termination. This Article 14.5 does not apply to an obligation to pay.
14.6 Notices. A notice of breach, non-renewal, termination or indemnification under the Agreement shall be in writing and sent to the contact designated by the receiving Party, or to another contact notified in writing, by certified electronic mail or by email with proof of delivery or confirmation of receipt. Notices to Nebuly shall be sent to legal@nebuly.ai. A notice is deemed received on the date shown by that proof or confirmation. Other communications may be sent by email.
14.7 Publicity and customer reference. Neither Party may use the other Party’s name, marks or logo, or refer publicly to the Agreement, except as provided in this Article 14.7 or with the other Party’s prior written consent. The Customer grants Nebuly, for so long as a Service is in effect, a non-exclusive, royalty-free licence to use the Customer’s name and logo, and any other mark agreed between the Parties, to identify the Customer as a customer of Nebuly in customer lists, on Nebuly’s website, in sales presentations and in other commercial materials, in accordance with any brand guidelines the Customer provides in writing. The Customer may restrict or withdraw this licence by written notice, and Nebuly shall cease the use concerned within thirty (30) days of receipt; materials already published or printed need not be recalled. The Customer shall cooperate in good faith with Nebuly in the preparation of one case study on its use of the Software within twelve (12) months of the earliest Activation Date, and of one further case study in each subsequent year of the Agreement if Nebuly so requests, and shall not unreasonably withhold or delay its approval of the content, which is required before publication. A press release, testimonial or reference call requires the Customer’s prior written approval in each case. Nothing in this Article 14.7 permits the disclosure of Confidential Information or implies endorsement.
14.8 Governing law and jurisdiction. Unless otherwise agreed, the Agreement is governed by Italian law, excluding the United Nations Convention on Contracts for the International Sale of Goods, and the courts of Milan, Italy have exclusive jurisdiction over any dispute arising out of or in connection with it, without prejudice to either Party’s right to seek interim or injunctive relief before any other competent court.
14.9 Severability. If a provision of the Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable or, where that is not possible, severed. The remaining provisions are unaffected.
14.10 Waiver. A failure or delay in exercising a right is not a waiver of that right, and a waiver of one breach is not a waiver of any other.
14.11 Entire agreement and amendment. The Agreement sets out the entire agreement between the Parties in respect of the matters governed by it and supersedes any prior proposal, negotiation or representation relating to those matters. Save for updates to these Terms under Article 1.5, the Agreement may be amended only by written agreement of both Parties. Terms, policies or other materials published on Nebuly’s website, or accepted through a click-through or similar online process, do not supplement the Agreement, save for these Terms and any document they expressly incorporate.
14.12 Electronic conclusion. The Agreement may be concluded by electronic means, including by electronic signature or by an exchange of emails, and may be signed in counterparts, each of which is an original and which together constitute one agreement.
14.13 Language. These Terms are drawn up in English. Any translation is provided for convenience only, and the English version prevails.
15. Marketplace Purchases
15.1 Application. This Article 15 applies where the Customer purchases the Software or the Services through a cloud marketplace (the “Marketplace”), including under a private offer. The operator of the Marketplace (the “Marketplace Operator”) is not a party to the Agreement; the Customer’s relationship with it is governed by the terms agreed between them (the “Marketplace Terms”). Where the purchase incorporates other terms agreed between the Parties, those terms prevail under Article 1.2.
15.2 Purchase. The purchase forms the agreement referred to in Article 1.1. The plan, quantities, fees, start date, term, renewal and cancellation stated in the purchase or in the Marketplace Terms are agreed between the Parties, and the Service renews only as provided there, without the notice under Article 13.1.
15.3 Collection. The fees included in the purchase are invoiced and collected by the Marketplace Operator, as agent of Nebuly or as reseller, and are payable as provided in the Marketplace Terms. Payment to the Marketplace Operator discharges the Customer’s obligation to pay those fees, and Nebuly does not request payment of them. Taxes on those fees are charged as provided in the Marketplace Terms. A refund or credit due under the Agreement in respect of those fees is given through the Marketplace Operator or, where the Marketplace Terms do not provide for it, by Nebuly directly. Fees paid through the Marketplace are fees for the purposes of Article 11, before deduction of any amount retained by the Marketplace Operator. Article 4.8 applies to the fees invoiced by the Marketplace Operator and to the usage data on which they are based.
15.4 Other fees. Fees not included in the purchase are invoiced by Nebuly under Article 4.
15.5 End of Marketplace invoicing. Where the Marketplace Operator stops invoicing the fees before the end of the term of the Service, other than because the Customer has cancelled the purchase as the Marketplace Terms allow, the Service continues under the Agreement and Nebuly invoices the fees for the remainder of the term on the schedule of the purchase. That event is not of itself a breach of the Agreement by either Party.
15.6 Information. The Customer authorises Nebuly to provide the Marketplace Operator with the information needed to administer the purchase, including usage metrics that contain no Customer Data. Nebuly uses the information about the Customer that it receives from the Marketplace Operator only to supply the Services and administer the Customer’s account, in accordance with its privacy policy.
16. Use of the Website
16.1 Scope. This Article 16 governs access to and use of the website at www.nebuly.com and its pages (the “Site”) by any person (a “Visitor”). By accessing the Site, the Visitor accepts this Article 16 and Articles 14.8 and 14.9, which apply to it with the necessary changes. Access to and use of the Software and the Services are governed exclusively by Articles 1 to 15.
16.2 Content. The content of the Site is provided for general information only, may be changed or withdrawn at any time, and does not constitute an offer or a binding description of the Software or the Services.
16.3 Intellectual property. Nebuly or its licensors hold all Intellectual Property Rights in the Site and its content, including texts, graphics, trade marks and logos. The Visitor may view, download and print content of the Site for its own information. Any other reproduction, distribution or commercial use requires Nebuly’s prior written consent.
16.4 Prohibited conduct. The Visitor shall not use the Site unlawfully; access or extract its content by automated means, including robots, scrapers or data mining tools, save for standard search engine indexing; circumvent or interfere with its security or operation; or introduce any virus or other harmful code.
16.5 Third-party websites. Links to third-party websites are provided for convenience only. Nebuly does not control and is not responsible for their content or practices.
16.6 Privacy. Nebuly processes the personal data of Visitors in accordance with its privacy policy published on the Site.
16.7 Liability. The Site is provided as is and as available. To the fullest extent permitted by applicable law, Nebuly is not liable for any loss arising from access to or use of the Site or from reliance on its content. Nothing in this Article 16.7 limits liability for wilful misconduct or gross negligence or any liability that cannot be limited under applicable law.
Nebuly S.r.l. · Piazza Carlo Emanuele II, 19, 10123 Turin (TO), Italy · legal@nebuly.ai
