Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS GOVERN YOUR USE OF THE NITRO RABBIT LABS SERVICES AND CONTAIN PROVISIONS THAT LIMIT OUR LIABILITY AND, IF APPLICABLE, A BINDING ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER.

These Terms of Service (the “Terms”) are a legal agreement between you (“you” or the “Customer”) and Nitro Rabbit Labs (“we,” “us,” or the “Company”) governing your access to and use of our website nitrorabbitlabs.com, applications, APIs, and related services (collectively, the “Services”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

1. ELIGIBILITY

You must be at least 18 years of age and able to form a binding contract to use the Services. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and references to “you” include the organization.

2. YOUR ACCOUNT

You must provide accurate and complete information when creating an account and keep it current. You are responsible for safeguarding your account credentials and all activity under your account. Notify us promptly of any unauthorized use. We may suspend or terminate accounts that violate these Terms.

3. THE SERVICES; SUBSCRIPTIONS

Subject to these Terms and timely payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. Specific subscription terms (term length, user counts, usage limits, fees) are set forth in your applicable Order Form.

4. ACCEPTABLE USE

Your use of the Services is governed by our Acceptable Use Policy. Prohibited activities include without limitation: unlawful conduct; infringement of third-party rights; interference with the security or operation of the Services; reverse engineering; reselling or sublicensing without our written consent; and use of the Services to develop a competing product.

5. CUSTOMER DATA

You retain ownership of all data, content, and materials you submit, upload, or transmit through the Services (“Customer Data”). You grant us a non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely to provide and improve the Services. You represent that you have all necessary rights to provide Customer Data and that it does not violate any law or third-party right.

6. FEES; PAYMENT

You agree to pay all fees in accordance with the Order Form. Fees are non-refundable except as expressly set forth herein. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Services for non-payment after fifteen (15) days’ written notice. Taxes are your responsibility, other than taxes on our net income.

7. THIRD-PARTY SERVICES

The Services may integrate with or link to third-party products or services. We are not responsible for third-party products or services, and your use of them is governed by their terms.

8. INTELLECTUAL PROPERTY

The Services and all related intellectual property are owned by us or our licensors and are protected by intellectual property laws. We grant only the rights expressly set forth herein; all other rights are reserved. Feedback you provide may be used by us for any purpose without compensation or attribution.

9. PRIVACY

Our collection and use of personal information are described in our Privacy Policy, incorporated by reference. To the extent we process personal data of your end users as a processor, the terms of our Data Processing Agreement (DPA) apply.

10. CONFIDENTIALITY

Each party shall protect the other’s non-public information disclosed in connection with these Terms (“Confidential Information”) with at least reasonable care, use it only as needed to perform under these Terms, and not disclose it to third parties except as expressly permitted. Customer Data is Customer’s Confidential Information.

11. WARRANTIES

We warrant that the Services will perform substantially in accordance with the documentation. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.

12. INDEMNIFICATION

You shall defend, indemnify, and hold us harmless from any third-party claim arising from: (a) your breach of these Terms; (b) Customer Data; (c) your use of the Services in violation of law or third-party rights; or (d) your products or services.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA. EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO: (A) BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS; (B) INDEMNIFICATION OBLIGATIONS; OR (C) WILLFUL MISCONDUCT.

14. TERM AND TERMINATION

These Terms continue until terminated. You may terminate at any time by closing your account. We may terminate or suspend access for cause (including breach, fraud, abuse, or non-payment) upon notice. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination: (a) your license to use the Services ends; (b) we will make Customer Data available for export for 30 days, after which we may delete it; (c) accrued fees remain payable; and (d) provisions that by their nature should survive shall survive.

15. GOVERNING LAW; DISPUTES

These Terms are governed by the laws of the State of Kansas, without regard to conflict-of-law principles. Any dispute shall be brought exclusively in the state or federal courts in Johnson County.

16. CHANGES TO THESE TERMS

We may update these Terms by posting a revised version with a new Effective Date. Material changes will be communicated by email or in-product notification at least thirty (30) days before effect. Continued use after the effective date constitutes acceptance.

17. MISCELLANEOUS

These Terms, together with the Order Form, Privacy Policy, DPA (if applicable), and AUP, constitute the entire agreement on its subject matter. Neither party may assign without consent, except in connection with a merger or sale of substantially all assets. Notices to us shall be sent to legal@nitrorabbitlabs.com; notices to you shall be sent to the address on file. Failure to enforce is not a waiver. If any provision is unenforceable, the remainder shall remain in effect. Counterparts and electronic acceptance are valid.