Services Agreement
This Services Agreement (“Agreement”) governs access to and use of nDirector (“nDirector,” “we,” “us,” or “our”) and the purchase of reports, analyses, and related services (collectively, the “Services”). By purchasing, accessing, or using the Services, you (“Client,” “you,” or “your”) agree to this Agreement.
1.Services
nDirector provides technology-enabled business analysis and consulting reports using artificial intelligence, large language models, proprietary methodologies, and established business, product, innovation, market, and strategy frameworks.
Clients may select from available report types and provide information, documents, data, and other materials (“Client Materials”) for analysis. nDirector uses these materials, together with applicable analytical methods and AI technologies, to generate reports, analyses, recommendations, estimates, and other outputs (“Reports”).
Unless otherwise agreed in writing, Services are purchased on a pay-per-report basis.
2.Nature of the Services
nDirector is a decision-support and advisory service. Reports are intended to assist Clients in evaluating opportunities, strategies, products, markets, and other business matters.
Reports and other outputs are provided for informational and advisory purposes only. They do not constitute a directive, guarantee, or substitute for the Client's independent business judgment or professional advice.
The Client remains solely responsible for determining whether and how to use information or recommendations contained in a Report and for all resulting business decisions and actions.
3.Artificial Intelligence
The Client acknowledges that nDirector uses artificial intelligence, including large language models, in producing or assisting with Reports.
Artificial intelligence can generate incomplete, incorrect, outdated, inconsistent, or misleading information. Reports may therefore contain errors, omissions, assumptions, or inaccuracies.
The Client is responsible for independently evaluating and verifying material information contained in Reports before relying upon it for significant business decisions.
Where appropriate, Reports should be reviewed by qualified personnel or appropriate professional advisers.
nDirector does not represent or warrant that AI-generated content will be accurate, complete, unique, or suitable for any particular purpose.
4.Client Materials
The Client retains ownership of Client Materials submitted to nDirector.
The Client grants nDirector a limited right to access, process, analyze, reproduce, and otherwise use Client Materials as reasonably necessary to provide the Services.
The Client represents that it has the necessary rights and permissions to provide Client Materials to nDirector and to authorize their processing in connection with the Services.
The Client is responsible for the accuracy, completeness, and quality of Client Materials. The quality and reliability of Reports may depend substantially upon the information provided by the Client.
5.Confidentiality
nDirector will use commercially reasonable measures to protect Client Materials and confidential information provided in connection with the Services.
nDirector will not knowingly disclose Client confidential information to third parties except:
- (a) as necessary to provide the Services, including through technology and infrastructure providers;
- (b) with the Client's authorization;
- (c) where information has been anonymized or aggregated so that it does not reasonably identify the Client; or
- (d) where disclosure is required by law.
Clients should not submit information they are not authorized to disclose or process through the Services.
Additional privacy and data-processing practices may be described in nDirector's Privacy Policy or applicable Data Processing Agreement.
6.Third-Party AI and Technology Providers
nDirector may use third-party artificial intelligence models, cloud infrastructure, databases, APIs, analytics tools, and other technology providers in delivering the Services.
The operation and availability of certain portions of the Services may therefore depend upon third-party technologies.
Where Client Materials are processed by third-party providers, such processing will be subject to nDirector's applicable arrangements with those providers and the providers' applicable data-processing and security terms.
nDirector may change technology providers or underlying models from time to time without materially reducing the overall functionality of the Services.
7.Reports and Client Use
Upon payment of applicable fees, the Client may use Reports produced specifically for the Client for its internal business purposes.
Unless otherwise specified, the Client may reproduce and distribute Reports internally within its organization and to professional advisers acting on its behalf.
The Client may not resell, sublicense, commercially redistribute, or represent nDirector Reports or proprietary methodologies as independently created by the Client without written authorization from nDirector.
The Client remains responsible for how Reports are presented, interpreted, distributed, and used after delivery.
8.Intellectual Property
nDirector and its licensors retain all rights in the nDirector platform, software, prompts, workflows, methodologies, report structures, analytical processes, proprietary frameworks, interfaces, branding, and underlying technology (“nDirector Materials”).
Purchasing a Report does not transfer ownership of nDirector Materials.
Subject to payment of applicable fees and this Agreement, the Client receives a non-exclusive, perpetual right to use the delivered Report for its own business purposes.
Nothing in this Agreement prevents nDirector from using general knowledge, skills, methodologies, concepts, frameworks, or experience developed or used in providing the Services, provided that doing so does not disclose Client confidential information.
9.Third-Party Frameworks and Information
Reports may reference publicly known business methodologies, strategy frameworks, market information, industry concepts, or third-party materials.
References to third-party frameworks, companies, products, trademarks, or methodologies do not imply sponsorship, affiliation, or endorsement.
Third-party intellectual property remains the property of its respective owners.
10.Estimates, Forecasts, and Recommendations
Reports may include market estimates, financial projections, forecasts, scoring models, prioritizations, recommendations, assumptions, or assessments of future conditions.
Such information is inherently uncertain and may be based upon assumptions, Client Materials, publicly available information, AI-generated analysis, or other sources.
Actual results may differ materially from estimates or projections contained in a Report.
nDirector does not guarantee any particular business, financial, strategic, operational, market, or investment outcome.
11.No Professional Advice
Unless expressly agreed otherwise in writing, nDirector does not provide legal, accounting, tax, investment, medical, regulatory, or other licensed professional services.
Reports should not be used as a substitute for advice from qualified professionals where such advice is appropriate.
12.Fees and Payment
Fees for Reports will be displayed or otherwise communicated before purchase.
Unless otherwise stated, fees are due at the time of purchase and are non-refundable once processing or preparation of a Report has begun.
Additional analysis, revisions, customized research, consulting assistance, or other services outside the scope of the purchased Report may require additional fees.
Applicable taxes may be added where required by law.
13.Evaluation and Promotional Access
nDirector may provide complimentary, discounted, trial, demonstration, or evaluation access to certain Services.
Such access may be limited by time, number of Reports, functionality, report type, organization, or other conditions established by nDirector.
Following an evaluation period, additional Reports or Services may require payment at the then-current applicable rates.
nDirector may modify or discontinue evaluation access at any time unless otherwise agreed in writing.
14.Acceptable Use
Clients may not use the Services to:
- (a) violate applicable law or the rights of others;
- (b) submit information they are not authorized to use;
- (c) interfere with or attempt to compromise the operation or security of the Services;
- (d) reverse engineer or attempt to extract proprietary prompts, workflows, models, methodologies, or system components;
- (e) use automated means to systematically reproduce or extract nDirector's proprietary report structures or methodologies; or
- (f) use the Services in a manner intended to develop a substantially similar competing service through systematic extraction or replication of nDirector Materials.
15.Disclaimer of Warranties
To the maximum extent permitted by law, the Services and Reports are provided “as is” and “as available.”
nDirector disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, and results.
nDirector does not warrant that the Services will be uninterrupted or error-free or that any report, analysis, recommendation, forecast, or other output will be accurate, complete, or achieve any particular result.
16.Limitation of Liability
To the maximum extent permitted by law, nDirector will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, business opportunities, goodwill, or anticipated savings arising from or related to the Services or Reports.
To the maximum extent permitted by law, nDirector's total aggregate liability arising out of or relating to a particular Report or Service will not exceed the amount paid by the Client to nDirector for the Report or Service giving rise to the claim.
Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.
17.Indemnification
To the extent permitted by applicable law, the Client agrees to indemnify and hold harmless nDirector and its officers, employees, contractors, and affiliates from third-party claims arising from the Client's unlawful use of the Services, violation of this Agreement, infringement caused by Client Materials, or use of materials the Client did not have authority to provide.
18.Modifications to Services
nDirector may modify, improve, replace, or discontinue features, report types, methodologies, AI models, or other components of the Services from time to time.
Changes will not affect the Client's rights to Reports already purchased and delivered except where necessary for legal, security, or technical reasons.
19.Termination
nDirector may suspend or terminate access to the Services where the Client materially violates this Agreement, fails to pay applicable fees, creates a security risk, or uses the Services unlawfully.
Sections concerning intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and other provisions that by their nature should survive will remain effective following termination.
20.Governing Law
This Agreement will be governed by the laws of the State of California, without regard to conflict-of-law principles.
Any dispute arising from this Agreement will be resolved in the state or federal courts located in Orange County, California, unless the parties agree to another dispute-resolution process in writing.
21.Changes to this Agreement
nDirector may update this Agreement from time to time. Material changes will become effective upon reasonable notice or as otherwise required by applicable law.
Continued use of the Services following the effective date of an updated Agreement constitutes acceptance of the updated terms to the extent permitted by law.
22.Entire Agreement
This Agreement, together with any applicable order form, Privacy Policy, Data Processing Agreement, or other terms expressly incorporated by reference, constitutes the agreement between the Client and nDirector regarding the Services and supersedes prior agreements concerning the same subject matter.
If an order form or separately executed agreement expressly conflicts with this Agreement, the separately executed agreement will control with respect to that conflict.
23.Contact
Questions regarding this Agreement may be directed to: