Terms of Service

Last Revised: November 6, 2026

Welcome to Nace.AI. These Terms of Service ("Terms") govern your access to and use of the Nace.AI developer console at console.nace.ai (the "Console"), our application programming interfaces ("APIs"), command-line interface ("CLI"), software development kits ("SDKs"), Model Context Protocol server ("MCP Server"), models, documentation, and any related content, tools, features, and functionality (collectively, the "Services"). The Services are provided by Nace.AI, Inc., a Delaware corporation ("Nace", "Company", "we", "us", or "our").

Please read these Terms carefully, as they include important information about your legal rights. By creating an account, clicking to accept these Terms, generating an API key, installing or using an SDK, CLI, or the MCP Server, or otherwise accessing or using the Services, you agree to these Terms. If you do not understand or agree to these Terms, do not use the Services.

"You" and "your" mean you as the user of the Services. If you use the Services on behalf of a company or other entity (a "Customer Organization"), then "you" includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind it to these Terms, and (b) you agree to these Terms on the entity's behalf.

IF YOU RESIDE IN THE UNITED STATES, SECTION 12 CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTIONS) THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS. YOU HAVE THE RIGHT TO OPT OUT AS EXPLAINED IN SECTION 12.

1. The Services

1.1. Overview. The Services include Nace Document Intelligence, interactive playgrounds for evaluating the Services, and access to Nace's proprietary machine learning models, including (a) "Perception" models that parse, split, classify, extract data from, and ground data in documents and other files, and (b) "Decision" models, including Drex, that evaluate inputs and recommend or select next steps (together, the "Models"). Playground use is subject to the same Customer Content protections and restrictions as other Access Methods, except where these Terms expressly state otherwise.

1.2. Ways to Access the Services. You may access the Models and related features through any of the following interfaces we make available (each, an "Access Method"): (a) the Console; (b) the APIs; (c) the CLI; (d) our SDKs for supported programming languages; (e) the MCP Server, which lets AI assistants, agents, and other MCP-compatible applications ("MCP Clients") call the Services on your behalf; and (f) interactive playgrounds in the Console for evaluating the Services. Each Access Method uses credentials that we issue to you, and all use through any Access Method is governed by these Terms.

1.3. SDKs, CLI, and Open-Source Components. We may make SDKs, the CLI, the MCP Server, sample code, or other client software available for download ("Client Software"). Some Client Software, or components of it, may be provided under an open-source license that we identify in the applicable repository or package (an "Open-Source License"). To the extent of any conflict, the Open-Source License governs your rights in that code, but these Terms continue to govern your access to and use of the Services, the Models, and your API keys. Client Software not provided under an Open-Source License is licensed to you under Section 10. We may release new versions of Client Software and may stop supporting older versions; you are responsible for keeping Client Software up to date.

1.4. MCP Server, AI Agents, and Automated Use. If you connect the Services to an MCP Client or other AI agent or automated tool (for example, an AI assistant, coding agent, or workflow tool), you understand and agree that: (a) the MCP Client or agent may send Inputs to, and receive Outputs from, the Services using your credentials, and may take actions on your behalf (such as uploading files or consuming credits) without asking you to approve each request; (b) you are responsible for all activity, usage, and Fees resulting from requests made by the MCP Client or agent under your credentials, as if you had made them yourself; and (c) you are responsible for controlling which MCP Clients and agents have access to your credentials, and for revoking that access when it is no longer needed.

1.5. Separate Agreements. If you or your Customer Organization enters into a master services agreement, enterprise agreement, evaluation agreement, order form, data processing agreement, or similar written agreement with Nace (a "Separate Agreement"), that agreement governs the Services and workspaces within its scope. These Terms apply only to the extent permitted by that Separate Agreement and do not reduce the protections it provides. Providing free credits or evaluation access within a covered workspace does not remove that workspace from the Separate Agreement's scope. Services and workspaces outside that scope remain subject to these Terms.

1.6. Documentation and Policies. Your use of the Services must comply with our technical documentation at console.nace.ai/docs, usage limits, and any other guidelines we make available (the "Documentation"), as well as our Acceptable Use rules in Section 6.

1.7. Updates. We may improve, modify, add, or remove features of the Services, including Models, Access Methods, API versions, endpoints, MCP tools, and infrastructure ("Updates"), from time to time. Where an Update removes or materially changes a generally available API in a way that is not backward compatible, we will use reasonable efforts to give you advance notice through the Console, the Documentation, or by email, except where the change is required for security, legal, or operational reasons.

1.8. Monitoring. We are not obligated to monitor use of the Services, but we may do so to operate and secure the Services, to enforce these Terms, and to comply with law. We may use automated systems, filters, and rate limits to detect and prevent abuse.

2. Who May Use the Services

2.1. Age. You must be at least 18 years old, and of legal age to form a binding contract where you live, to use the Services. The Services are not available to anyone under 18, including with the permission of a parent or legal guardian.

2.2. Sanctions and Export Restrictions. You may not access or use the Services if you, or any person or entity on whose behalf you use the Services, are subject to the restrictions described in Section 13.6 (Export Controls and Sanctions).

2.3. Applicable Law. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations. The Services are operated from the United States, and if you access them from another location you are responsible for complying with local laws.

By using the Services, you represent and warrant that you meet these requirements.

3. Accounts and API Keys

3.1. Creating Your Account. To use the Services you must create an account ("Account"), either with an email address or by linking a supported third-party account, such as Google or GitHub. You agree to provide accurate, complete, and current information and to keep it up to date.

3.2. Organizations and Team Members. If you create or join an organization workspace in the Console, the organization's administrators may control access, view usage, manage API keys and billing, and access Customer Content within that workspace. The Customer Organization is responsible for making its team members aware of these Terms and for all acts and omissions of its team members. If you open an Account using an email address provided by an employer or other entity, or if an entity pays for your use of the Services, we may treat you as using the Services on behalf of that entity, and that entity may have rights to your Account.

3.3. API Keys and Credentials. API keys, access tokens, and other credentials we issue, including credentials you configure in an SDK, the CLI, or an MCP Client, are confidential. You are responsible for (a) keeping them secure, (b) not embedding them in publicly accessible code, client-side applications, or shared MCP or agent configuration files, (c) not sharing, selling, or transferring them except to your authorized team members, and (d) all activity and charges that occur under your Account and credentials, whether or not authorized by you. You may revoke keys and create new ones in the Console at any time, subject to the key limits shown in the Console.

3.4. Security Incidents. You must notify us immediately at support@nace.ai if you know or suspect that your Account or any API key has been compromised or used without authorization.

3.5. Banned Users. You may not create an Account if we previously suspended or terminated your Account for violation of these Terms, unless we give you written consent.

4. Free Tier, Paid Usage, and Payment

4.1. Free Tier. We may offer free access to the Services, including free credits or a free usage allowance (the "Free Tier"). The Free Tier is subject to usage limits that we set and may change at any time, and may be modified, suspended, or discontinued at any time without notice or liability. Free credits have no cash value, are non-transferable, and expire as stated in the Console. We may limit the number of Free Tier Accounts per person or organization, and we may suspend Accounts that we believe were created to circumvent Free Tier limits. We do not automatically delete an Account or its Customer Content solely because of inactivity. Expiration of free credits does not itself delete your Account or Customer Content.

4.2. Paid Usage. Paid usage begins only after you or an authorized administrator expressly enables it through the Console or a Separate Agreement. Before activation, we disclose the applicable pricing and billing method. If paid usage has not been enabled, we stop serving new requests once your available balance reaches zero or below, without additional usage charges; we do not allow an overdraft or recover one from a later top-up. Once enabled, paid usage is charged at the applicable disclosed rates (for example, per page, per document, per token, per target, per API call, or per credit) ("Fees"), subject to Section 4.9, regardless of the Access Method used. You agree to pay the resulting Fees and applicable taxes in U.S. Dollars. Auto-recharge is enabled only if you or an authorized administrator separately selects it. Requests that fail are not charged. Requests that you cancel are charged.

4.3. Prepaid Credits. If you purchase prepaid credits, credits are deducted as you use the Services. Unless the Console states otherwise, prepaid credits expire 12 months after purchase and are non-refundable, except as required by law.

4.4. Billing and Payment Methods. Payments are processed by our third-party payment processor, currently Stripe, Inc. (the "Payment Processor"). By adding a payment method, you authorize us and the Payment Processor to charge it for all Fees as they are incurred or on a recurring billing cycle (currently every 14 days, and earlier if your balance reaches the invoicing threshold shown in the Console), and for any auto-recharge of credits you enable. We or the Payment Processor may verify your payment method, including by placing a temporary authorization hold. You represent that you have the legal right to use the payment method you provide. Your use of the Payment Processor's services is subject to its own terms and privacy policy, and we do not store your full payment card details. If a charge fails, we may retry the charge, suspend your access to paid features, or limit your usage until the balance is paid.

4.5. Monitoring Your Usage. You are responsible for monitoring the usage and Fees incurred under your Account, including usage by your team members, applications, MCP Clients, and agents. Fees accrue for all usage under your Account and credentials.

4.6. Subscriptions. If we offer subscription plans, your subscription will automatically renew at the end of each billing period at the then-current rate unless you cancel before the renewal date in your Account settings. Cancellation takes effect at the end of the current billing period, and you will keep access to paid features until then.

4.7. Taxes. Fees do not include taxes. You are responsible for all sales, use, value-added, goods and services, withholding, and similar taxes, other than taxes on our net income. We may calculate taxes based on the billing information you provide.

4.8. No Refunds. Except as expressly stated in these Terms, in a Separate Agreement, or as required by applicable law, all Fees are non-refundable and there are no credits for partially used periods.

4.9. Price Changes. We may add new paid features, change our prices, or discontinue any paid plan at any time. Price changes take effect when we publish them in the Console or on our website and apply only to usage after that time; a request that has already started keeps the price that applied when it started. If you have agreed to a fixed-price plan for a specific term, that price will remain in effect for that term. We may correct pricing errors and cancel transactions affected by them.

4.10. Promotional Codes. Promotional, referral, or discount codes ("Promotional Codes") must be used lawfully, for their intended audience and purpose, and according to any additional terms we set. They may not be sold, transferred, or published, have no cash value, may expire, and may be disabled by us at any time.

5. Your Content and Outputs

5.1. Definitions. "Inputs" means the documents, files, images, text, prompts, parameters, schemas, and other data that you submit to the Services through any Access Method. "Outputs" means the results the Services return to you based on Inputs, such as parsed text, extracted fields, classifications, citations and bounding boxes, and decisions or recommendations. Inputs and Outputs together are "Customer Content".

5.2. Ownership. As between you and Nace, and to the extent permitted by law, you retain all rights in your Inputs and you own the Outputs. We assign to you any rights we may have in the Outputs. This does not give you rights in the Services or Models themselves. Because of the nature of machine learning, Outputs may not be unique, and the Services may return the same or similar outputs to other users; those outputs are not your Outputs.

5.3. License to Nace. You grant Nace a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, and modify Customer Content only as necessary to provide, maintain, secure, and support the Services for you, prevent abuse, and comply with law. Nace may permit its service providers to perform these activities on its behalf, subject to confidentiality and data protection obligations appropriate to their work. This license does not authorize model training or other uses prohibited by Section 5.4. It continues only for as long as Customer Content is retained in accordance with Section 5.7, and any retained copies remain subject to these Terms.

5.4. Use of Customer Content and Usage Metrics.

(a) No training by default. We do not use Customer Content to train, fine-tune, evaluate, or improve general-purpose or shared Models, or to create training or evaluation datasets, unless you separately and expressly authorize that use in writing (including through an opt-in control in the Console). This protection applies to all Accounts, including Free Tier Accounts, Paid Accounts, and playground use. We do not permit service providers processing Customer Content on our behalf to use it for their own model training or independent purposes. This does not restrict us from reviewing specific Customer Content as necessary to troubleshoot requests you report to us or to provide support you request.

(b) Separately authorized use. Any authorization for model development or evaluation must identify the Customer Content covered, the permitted purposes, the applicable retention period, and how authorization may be withdrawn. Accepting these Terms, using free credits, or submitting Feedback does not by itself provide that authorization. Customer-specific model development requested under a Separate Agreement is governed by that agreement.

(c) Usage metrics. We may use aggregated or de-identified operational metrics, such as request volumes, page counts, latency, and error rates, to operate and improve the Services. These metrics do not include the contents of your Inputs or Outputs. Removing identifiers from Customer Content does not convert that content into usage metrics or authorize uses otherwise prohibited by this Section.

(d) Account categories. For purposes of these Terms, a "Paid Account" is an Account or organization workspace that has purchased prepaid credits, has an active paid plan, is billed for usage beyond the Free Tier, or is covered by a Separate Agreement. A "Free Tier Account" is an Account that uses only the Free Tier and does not qualify as a Paid Account.

5.5. Your Responsibilities for Customer Content. You represent and warrant that (a) you have all rights, licenses, consents, and notices necessary to submit Inputs to the Services and to allow us to use them as described in these Terms; (b) your Inputs and your use of Outputs do not violate any law, contract, confidentiality obligation, or third-party right; and (c) if your Inputs include personal information, you have provided any required notices and obtained any required consents.

5.6. Sensitive and Confidential Data.

(a) Data you must not submit. Unless a Separate Agreement expressly permits it, you must not submit to the Services: (i) protected health information subject to HIPAA or similar health data; (ii) full payment card numbers, card security codes, or other data subject to PCI DSS; (iii) passwords, private keys, API secrets, or other access credentials, except storage-connection credentials and document-unlocking passwords that you provide only through the inputs we designate for that purpose; (iv) biometric data; (v) personal information of children under 13; (vi) classified information, or information controlled under the U.S. International Traffic in Arms Regulations or other export control laws; or (vii) any other information that applicable law requires to be handled under specific security controls that these Terms do not provide for (together, "Prohibited Data").

(b) Other sensitive personal information. The Services are designed to process business documents, which may incidentally contain personal information such as names, addresses, and account or tax identifiers. You should submit only the personal information that is necessary for your purpose, and you should redact or remove sensitive personal information (such as Social Security numbers, government ID numbers, and full bank account numbers) that is not needed to obtain the Outputs you require.

(c) Confidential business information. You may use the Services to process confidential business documents, such as financial statements, invoices, contracts, and audit evidence. We protect Customer Content using the security measures described in our Privacy Notice and at trust.nace.ai. However, you are solely responsible for determining whether submitting any confidential information to the Services is permitted under your own confidentiality, professional, regulatory, and contractual obligations (including obligations you owe to your clients), and for obtaining any required consents. If you are not comfortable with the protections described in these Terms, do not submit the information, or contact us about a Separate Agreement.

(d) No liability for Prohibited Data. We have no obligation to detect, and no liability for, Prohibited Data or other information submitted in violation of this Section 5.6. If we become aware of such data, we may delete it, and we may suspend the relevant Account or credentials.

5.7. Retention and Deletion.

(a) Standard retention. In Standard mode, uploaded files (including uploads that have not entered processing), job Inputs and Outputs, workspace content and derived artifacts, saved schemas, drafts and runs are retained until you request their deletion or close the relevant Account or workspace, subject to an applicable Separate Agreement or another deletion obligation under these Terms. This applies to free and paid Accounts alike: Customer Content does not expire automatically because of its age, your plan or inactivity, and the expiration of a download link, access token or credit balance does not itself delete the underlying content. Temporary processing copies and caches are kept only as long as needed to provide the Services. Some saved configuration, such as classification domains, cannot be deleted through the Services because existing results depend on it; it is kept until your Account or organization is closed, or deleted within 72 hours if you ask us at support@nace.ai. This retention approach applies to all Customer Content, including content submitted before it took effect, from the effective date stated in our notice of this change; before that date you may delete any Customer Content you do not want retained.

(b) Customer-managed storage. Where customer-managed workspace storage is available, you may connect a workspace to your Amazon S3 or Azure Blob Storage. You control that storage's lifecycle, versions, backups, permissions and availability. Our deadlines for deleting copies we hold do not govern copies that remain under your control. Zero retention does not automatically delete source files, outputs or processing objects in that storage, and disconnecting a storage connection does not itself erase them. Explicit deletion through the Services is a separate instruction and may delete service-created objects in the connected storage.

(c) Deletion requests. You may request deletion through the deletion controls available in the Services or by contacting support@nace.ai. We remove the requested Customer Content we hold from active systems within 72 hours. Deletion is processed in the background and may finish after the Services confirm your request, but always within that period. A deletion request never extends an earlier deadline that applies under zero retention or a Separate Agreement.

(d) Scope of deletion. These commitments cover uploaded files, Outputs, and copies or derivatives containing Customer Content that we maintain to provide the Services, including temporary processing files, converted documents, page images, caches, and any related embeddings or indexes. We apply deletion controls to pending and running jobs so that they do not restore deleted Customer Content. Copies in customer-managed storage are governed by subsection (b).

(e) Backups and legal retention. Residual copies in backups we control are removed within 35 days after removal from active systems. Until then, those copies remain protected, are not used for other purposes, and, if restored for disaster recovery, are subject to the applicable deletion instructions. If law requires longer retention, we retain only the information required, restrict its use to that purpose, and delete it when the obligation ends. Backups of customer-managed storage are under your control.

(f) Other records and your copies. Account, billing, and operational records that do not contain Customer Content are retained as described in our Privacy Notice. These content-free records may remain linked to your Account, organization, API keys or billing records, so they are not anonymous. You are responsible for keeping copies of Inputs and Outputs you need. A Separate Agreement may establish different retention periods.

(g) Zero retention. Account owners and administrators may enable zero retention in the Console settings for supported operations in a workspace explicitly connected to customer-managed Amazon S3 or Azure Blob Storage, where that storage option is available. While it is enabled, Nace-managed workspaces and standalone uploads are not available for new processing, and operations that cannot meet these requirements are refused rather than processed under Standard retention. Enabling it does not move or automatically erase existing workspace files. For Decision model requests, zero retention applies without a workspace binding: we do not store the request content (state, questions and images) or the results in our databases, logs or request archive, and keep only usage metadata (model, token counts, timings and charges) as billing records. Images supplied by file reference must come from customer-managed storage. If a Separate Agreement requires zero retention, we enable it for the Account and it cannot be switched off in the Console. Decision model requests made while zero retention is enabled are not archived or screened under subsection (h); requests archived before it was enabled are no longer screened and are deleted when their 30-day archive period ends. Results of supported operations are delivered through a transient delivery mechanism and are not kept for later retrieval. We remove the temporary Customer Content we hold, including caches, within 1 hour after results are delivered or the request fails or is cancelled, and hold it in databases or caches only transiently while it is processed and delivered. Zero-retention content is not recorded in logs (which contain only usage metadata) or kept as previous file versions, and is sent only to service providers that are contractually bound not to retain it or use it for training. Content you enter in the Console's interactive document workbench (drafts and runs) may be included in our encrypted database backups until those backups expire, within 35 days. Saved schemas and classification domains you create remain saved configuration under subsection (a), even when zero retention is enabled. Zero retention does not delete objects in your customer-managed storage. Content-free records needed for billing, authorization, security and preventing duplicate requests may remain linked to your Account or organization, as described in our Privacy Notice.

(h) Misuse screening. For Accounts in Standard mode, we keep a copy of the text of Decision model requests (not images) in a separate archive for 30 days, solely to detect and prevent misuse of the Services under Section 6. We screen some or all archived requests automatically using our own models; while a request is being screened, its text may be held in our database for up to 1 hour. Archived requests are not used for model training (Section 5.4), are deleted at the end of the 30-day period, and are deleted within 72 hours with the rest of your Customer Content if you request deletion or close your Account. Requests from zero-retention Accounts are never archived or screened.

5.8. Removal. We may remove or refuse to process Customer Content that we reasonably believe violates these Terms or the law.

5.9. Feedback. If you give us feedback, comments, or suggestions about the Services ("Feedback"), we may use it for any purpose without restriction or compensation to you. Feedback does not include Customer Content.

5.10. Data Processing Addendum. Our Data Processing Addendum, published at https://www.nace.ai/policies/data-processing-addendum (the "DPA"), forms part of these Terms. It applies automatically, from the moment processing begins, whenever Nace processes personal data in Customer Content on your behalf, and you accept it when you accept these Terms. The DPA addresses the parties' roles, processing instructions, confidentiality, security measures, subprocessors, security incident notification, assistance with individual rights, deletion or return, and applicable international transfer requirements. If you need a countersigned copy, contact support@nace.ai. If you have signed a separate data processing agreement with us, that agreement governs instead. Purchasing credits does not by itself authorize submission of Prohibited Data.

6. Acceptable Use

6.1. Restrictions. You may not, and may not allow anyone else (including any MCP Client or agent acting under your credentials) to:

(a) copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Services or Models, except as expressly permitted by these Terms or an applicable Open-Source License;

(b) reverse engineer, decompile, or disassemble the Services or Models, or attempt to discover model weights, source code, training data, or underlying algorithms, except to the extent such restriction is prohibited by law;

(c) access or use the Services for any competitive purpose, including to develop, train, test, or improve any machine learning model or service that competes with the Services, such as through systematic extraction of Outputs ("distillation");

(d) resell, white-label, or provide the Services as a standalone API or MCP server to third parties, unless permitted in a Separate Agreement (building your own applications and agents that use the Services is permitted);

(e) exceed or circumvent rate limits, usage limits, Free Tier limits, or security measures, including by creating multiple Accounts;

(f) access or use the Services in a way that could damage, disable, overburden, or impair them, or interfere with others' use;

(g) attempt to gain unauthorized access to the Services, other users' Accounts or Customer Content, or our systems or networks;

(h) introduce viruses, malware, or other harmful code, or submit Inputs designed to manipulate or exploit the Models, the MCP Server, or our systems (such as prompt injection attacks);

(i) remove or obscure any proprietary notices on the Services;

(j) submit Inputs that you do not have the right to submit, or that are unlawful, infringing, defamatory, obscene, or harassing, or that contain child sexual abuse material;

(k) submit Prohibited Data in violation of Section 5.6;

(l) use the Services to make fully automated decisions that produce legal or similarly significant effects on individuals (for example, decisions about credit, employment, insurance, housing, or access to essential services) without appropriate human review and any notices or rights required by law;

(m) use the Services for fraud, to facilitate money laundering or other financial crime, to deceive auditors or regulators, or to create false or misleading financial records;

(n) violate any applicable law or regulation, including data protection, consumer protection, export control, and sanctions laws; or

(o) represent that Outputs were produced by a human when they were not, where such disclosure is required by law or would be material to the recipient.

6.2. Enforcement. We may investigate suspected violations and may suspend or limit your access, revoke API keys, or remove Customer Content if we reasonably believe you have violated this Section 6. Where practicable and lawful, we will notify you and give you an opportunity to remedy the violation. Investigations may use the automated misuse screening described in Section 5.7(h).

7. Important Information About Outputs

7.1. Outputs May Be Inaccurate. The Models use machine learning and may produce Outputs that are incomplete, incorrect, or misleading, even when they include citations or bounding boxes pointing to source documents. Confidence scores and grounding references are aids, not guarantees.

7.2. Not Professional Advice. The Services, including Decision models such as Drex, are tools to assist qualified professionals. Outputs are not audit, accounting, tax, legal, investment, or other professional advice, and do not constitute an audit opinion, assurance, or attestation. You are solely responsible for reviewing and verifying Outputs before relying on them, for your professional judgment and conclusions, and for your compliance with all professional standards (such as auditing standards and independence requirements) that apply to you.

7.3. Your Use of Outputs. You are responsible for how you use Outputs, including any decisions you make or actions you or your MCP Clients or agents take based on them, and for providing any notices to your own users or clients that the law requires.

8. Service Providers and Third-Party Integrations

We use service providers, including cloud hosting and storage providers, AI model providers, and internal operational alerting tools (such as Slack, which receives only internal identifiers and error codes, never Customer Content), to operate the Services. When those providers process Customer Content on our behalf, they are subject to appropriate contractual confidentiality and data protection obligations. Using a service provider does not relieve Nace of its obligations under these Terms or an applicable Separate Agreement.

You may also choose to connect independent third-party services, including MCP Clients, AI agents, and workflow tools ("Third-Party Integrations"). You authorize us to exchange data with those integrations as necessary to carry out your requests. Their independent processing of data is governed by their own terms and privacy policies. You are responsible for selecting integrations, configuring their permissions, and determining whether you are authorized to share Customer Content with them. We are not responsible for Third-Party Integrations, and your use of them is at your own risk.

Links to third-party websites and distribution of Client Software through third-party package registries do not make those third parties Nace's agents.

9. Beta Features

We may offer features, Models, Access Methods, MCP tools, SDK versions, or API endpoints labelled "alpha," "beta," "preview," "experimental," or similar ("Beta Features"). Beta Features are provided "as is," may change or be discontinued without notice, may have reduced functionality or reliability, and are excluded from service level commitments unless otherwise agreed in writing. Their beta status does not reduce Nace's confidentiality, Customer Content use, security, or deletion obligations under these Terms or an applicable Separate Agreement. If we tell you a Beta Feature is confidential, you agree not to disclose information about it without our written consent.

10. Our Intellectual Property

The Services, Models, Client Software (except as provided under an Open-Source License), Documentation, and all related software, model weights, and technology, and all intellectual property rights in them, are owned by Nace or its licensors. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to (a) access and use the Services during the term of these Terms for your internal business or personal purposes, (b) install and use Client Software solely to access the Services, and (c) build and operate applications and agents that call the Services. The names Nace, Nace.AI, Drex, and related logos are our trademarks; you may not use them without our permission, except to accurately state that your application uses the Services. We reserve all rights not expressly granted.

11. Disclaimers, Limitation of Liability, and Indemnification

11.1. Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, MODELS, CLIENT SOFTWARE, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." NACE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS (THE "NACE PARTIES") DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE NACE PARTIES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE, OR THAT CUSTOMER CONTENT WILL NOT BE LOST. YOU ARE RESPONSIBLE FOR KEEPING YOUR OWN COPIES OF CUSTOMER CONTENT.

11.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) THE NACE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE NACE PARTIES' TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) THE FEES PAID AND PAYABLE BY YOU TO NACE FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (II) FIVE HUNDRED U.S. DOLLARS (US $500). THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR THE NACE PARTIES KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES.

11.3. Exclusions. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for gross negligence or fraud, or for any other liability that cannot be limited or excluded by law. Some jurisdictions, including certain U.S. states, do not allow the exclusion of certain warranties or the limitation of certain damages. In those jurisdictions, the disclaimers and limitations above apply only to the extent permitted by law.

11.4. Indemnification. To the extent permitted by law, you will defend, indemnify, and hold harmless the Nace Parties from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your Customer Content, including any Prohibited Data you submit, (b) your applications, MCP Clients, and agents, and your use of Outputs, (c) your violation of these Terms or applicable law, (d) your violation of any third-party right, or (e) any third party's access to or use of the Services using your Account or credentials. We may control the defense of any such claim, and you will cooperate with us.

12. Dispute Resolution and Arbitration (U.S. Users)

12.1. Who This Section Applies To. This Section 12 applies only if you reside in, or your Customer Organization has its principal place of business in, the United States. If you reside outside the United States, Section 13.8 applies instead.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

12.2. Informal Resolution First. Before starting any arbitration or court proceeding, you and Nace agree to try to resolve any dispute informally by contacting the other party (for Nace, at support@nace.ai) with a description of the dispute and the relief sought, and allowing 30 days for a response. This is a condition precedent to starting arbitration.

12.3. Arbitration Agreement. Any dispute, claim, or controversy remaining after the informal process and relating in any way to the Services or these Terms ("Claim"), including questions of arbitrability, will be resolved by final and binding arbitration before a single arbitrator administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, where applicable, its Streamlined Arbitration Rules) then in effect (the "JAMS Rules"). The Federal Arbitration Act governs this Section 12. The arbitration will be conducted in English, and judgment on the award may be entered in any court with jurisdiction.

12.4. Exceptions. Either party may bring (a) an individual claim in small claims court within that court's jurisdiction, (b) a claim seeking only injunctive or other equitable relief, including public injunctive relief, and (c) a claim for infringement or misappropriation of intellectual property rights, in a court of competent jurisdiction.

12.5. Costs. Payment of filing, administration, and arbitrator fees will be governed by the JAMS Rules, except that if you show that those costs would be prohibitively more expensive than a court proceeding, Nace will pay the amount necessary to prevent that result. If the arbitrator finds your claim frivolous or brought for an improper purpose (under the standards of Federal Rule of Civil Procedure 11(b)), fees will be allocated under the JAMS Rules and you agree to reimburse Nace for amounts it paid that were your obligation.

12.6. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND NACE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding. If this class action waiver is found unenforceable with respect to any claim, then the agreement to arbitrate will not apply to that claim, and that claim must be brought in a court of competent jurisdiction.

12.7. Opt-Out. You may opt out of this arbitration agreement by sending written notice to support@nace.ai with the subject line "Arbitration Opt-Out," including your name, the email address associated with your Account, and a clear statement that you wish to opt out, within thirty (30) days after you first accept these Terms. If you opt out, Nace will not be bound by this arbitration agreement either.

12.8. Changes. If we change this Section 12 after you accept these Terms, the change will not apply to any Claim of which Nace had notice before the change took effect.

13. General Terms

13.1. Changes to These Terms. We may update these Terms from time to time and will update the "Last Revised" date above, which shows when the current version was published. If a change is material, we will notify you, such as by email or a notice in the Console. Changes take effect when posted, or on any later date stated in the notice, and will not apply to any dispute that arose before the change took effect. If you do not agree to the updated Terms, you must stop using the Services and may close your Account; your continued use after the effective date means you accept them.

13.2. Suspension and Termination. You may stop using the Services and close your Account at any time. We may change, suspend, or discontinue the Services, and may suspend or terminate your Account or access to all or part of the Services, at any time, with or without notice, including if you breach these Terms, fail to pay Fees when due, or if needed to prevent harm to the Services, other users, or third parties, or to comply with law. We will try to notify you before suspending your Account where practicable. If we terminate your Account for convenience and not because of your breach, we will refund any unused prepaid credits. Upon termination, your right to use the Services and Client Software (other than under an Open-Source License) ends, unpaid Fees become due, and we will delete Customer Content as described in Section 5.7 and our Privacy Notice. Sections that by their nature should survive termination will survive, including Sections 4 (for unpaid Fees), 5.2, 5.3 (as stated), 5.5, 5.6, 5.9, 7, and 10 through 13.

13.3. Privacy. Our Privacy Notice at https://www.nace.ai/policies/privacy-policy explains how we collect and use personal information.

13.4. Confidentiality. Each party will protect the other party's non-public information that is identified as confidential or should reasonably be understood to be confidential. Your confidential information includes Customer Content. Nace's confidential information includes non-public security documentation, confidential Beta Features, and pricing offered specifically to you.

The receiving party will use confidential information only to perform its obligations or exercise its rights under the applicable agreement, protect it with reasonable care, and disclose it only to personnel, advisors, and service providers who need access and are bound by appropriate confidentiality obligations.

These obligations do not apply to information the receiving party can demonstrate became public without breach, was lawfully known without restriction, was lawfully received from another source, or was independently developed without using the confidential information. If disclosure is legally required, the receiving party may disclose only what is required and, where legally permitted, will provide advance notice and reasonable cooperation.

These obligations continue while the receiving party retains the confidential information.

13.5. Publicity. We will not use your Customer Organization's name or logo in marketing materials, or publicly identify it as a customer, without its prior written consent. Creating an Account or using the playground does not constitute that consent.

13.6. Export Controls and Sanctions. The Services, Client Software, and Outputs may be subject to export control and economic sanctions laws. You will comply with all applicable import, export, re-export, and sanctions laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, the trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations maintained by the U.S. Department of State. You represent and warrant that neither you, nor any person to whom you make the Services available or who acts on your behalf, nor, if you are a Customer Organization, any person or entity owning 50% or more of your equity or voting interests, is (a) listed on OFAC's List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned, prohibited, or restricted parties maintained by the U.S. government or any other applicable government, or (b) located in, organized under the laws of, ordinarily resident in, or a national of, or part of the government of, any country or region that is the subject of comprehensive U.S. sanctions or embargoes or that the U.S. government has designated as a state sponsor of terrorism. You will not use the Services for any end use prohibited by these laws. We may suspend or terminate your Account immediately, without liability, if we believe you are in breach of this Section 13.6.

13.7. U.S. Government Users. The Services, Client Software, and Documentation are "commercial items," "commercial computer software," and "commercial computer software documentation" under applicable federal regulations, and are licensed to U.S. Government end users only with the rights granted to all other users under these Terms.

13.8. Governing Law and Venue. These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. Any dispute not subject to arbitration under Section 12 will be brought exclusively in the state and federal courts located in Santa Clara County, California, and you and Nace consent to their jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.9. California Residents. Under California Civil Code § 1789.3, California users may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

13.10. Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or to an affiliate.

13.11. Force Majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including outages of third-party cloud, network, or power providers.

13.12. Miscellaneous. These Terms (together with the Privacy Notice, the Documentation, and any Separate Agreement) are the entire agreement between you and Nace regarding the Services. If any provision is held unenforceable, the remaining provisions will remain in effect. Our failure to enforce a provision is not a waiver. Section headings are for convenience only. There are no third-party beneficiaries to these Terms. We may provide notices to you by email to the address on your Account or through the Console. These Terms are written in English; any translation is for convenience only.

13.13. Contact Us. Nace.AI, 366 Cambridge Ave, Palo Alto, CA 94306, USA. Email: support@nace.ai