Terms and Conditions

1. Company Information

Noir Stack LLC
Commonwealth of Virginia, United States

Legal Contact: legal@noirstack.com

2. Eligibility and Authority

Use of the Services is limited to:

• Individuals at least eighteen (18) years of age
• Entities capable of forming legally binding agreements
• Organizations operating in compliance with applicable law

If an individual accepts these Terms on behalf of an entity, such individual represents and warrants authority to bind that entity.

3. Description of Services

The Company provides enterprise-grade software and infrastructure, including but not limited to:

• AI systems, agent orchestration, and inference platforms
• Compliance automation and audit tooling
• Data ingestion, OSINT processing, and analytics systems
• API-accessible services and developer platforms
• Multi-tenant SaaS environments
• Self-hosted, private, and hybrid deployments
• Security enforcement and zero-trust architecture layers

The Company reserves the right to modify, update, suspend, or discontinue any portion of the Services at any time without liability.

4. Service Availability and Support

Unless otherwise specified in a written agreement:

• Services are provided on a commercially reasonable efforts basis
• No guaranteed uptime, service level, or support response time is provided
• Service levels, if any, must be defined in a separate written agreement

5. Multi-Tenant Architecture and Customer Responsibilities

The Services may operate in shared or logically segregated environments. The Company implements controls designed to support:

• Logical separation of tenant environments
• Role-based access control (RBAC)
• Encryption and secure transport
• System monitoring and audit logging

The Customer is solely responsible for:

• Configuring access controls and permissions
• Managing users and credentials
• Securing Customer-controlled environments and integrations

6. Enterprise and Government Use

For U.S. Government or contractor use:

• Services are "Commercial Items" as defined under FAR 2.101
• Software is licensed with restricted rights under FAR 12.212 and DFARS 227.7202
• No additional rights are granted beyond those expressly stated

Additional terms may apply through executed agreements.

7. Accounts and Security

The Customer agrees to:

• Provide accurate and complete account information
• Maintain confidentiality of credentials
• Implement reasonable security practices
• Notify the Company promptly of unauthorized access

The Company may suspend or restrict access where security risk is identified.

8. Fees, Billing, and Taxes

• Fees are charged as specified at purchase or in an Order Form
• Payments are due in advance unless otherwise agreed
• Fees are non-refundable except where required by law
• The Company may suspend Services for non-payment
• The Customer is responsible for applicable taxes unless valid exemption documentation is provided

9. Acceptable Use

The Customer shall not:

• Violate applicable federal, state, or international laws
• Interfere with or disrupt system integrity or performance
• Attempt to reverse engineer or extract source code
• Circumvent security or access controls
• Use the Services for unlawful surveillance, harassment, or exploitation
• Use the Services in violation of export control laws

The Company reserves the right to investigate violations and take appropriate action, including suspension or termination.

10. API and Developer Use

Use of APIs is subject to the following:

• API credentials must be secured and not publicly exposed
• Rate limits and usage constraints must be respected
• Unauthorized scraping or automated extraction is prohibited
• Abuse may result in throttling or revocation

The Company may update or deprecate APIs at its discretion.

11. Data Ownership and License

The Customer retains ownership of all Customer Data.

The Customer grants the Company a limited, non-exclusive, worldwide license to:

• Process data for provision of Services
• Maintain security and system integrity
• Perform diagnostics, debugging, and performance optimization
• Generate aggregated and de-identified analytics

The Company does not sell Customer Data.

12. AI and Automated System Use

The Services may include AI-generated or automated outputs. The Customer acknowledges:

• Outputs are probabilistic and may be inaccurate or incomplete
• Outputs require independent validation
• Outputs do not constitute legal, medical, financial, or professional advice

The Customer assumes all responsibility for use of outputs.

The Company disclaims liability arising from reliance on AI-generated results.

13. Confidentiality

Each party agrees to protect confidential information using reasonable safeguards.

Confidential information excludes information that:

• Is publicly available
• Was lawfully known prior to disclosure
• Is independently developed
• Is required to be disclosed by law

14. Intellectual Property

All rights, title, and interest in the Services, including software, models, systems, documentation, and branding, remain exclusively with Noir Stack LLC.

No license is granted except as expressly stated.

Unauthorized copying, modification, distribution, or derivative works are prohibited.

15. Export Controls and Sanctions

The Customer agrees to comply with all applicable export and sanctions laws, including:

• U.S. Export Administration Regulations (EAR)
• Office of Foreign Assets Control (OFAC) regulations

The Services may not be used by restricted persons or in prohibited jurisdictions.

16. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA:

• THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE"
• ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED
• THE COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY VIRGINIA LAW:

• THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF:
  • FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR
  • $1,000 USD

THIS LIMITATION APPLIES REGARDLESS OF THEORY OF LIABILITY.

Nothing in this section limits liability where prohibited by law.

18. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Noir Stack LLC and its members, officers, employees, and agents from any claims arising out of:

• Customer use or misuse of the Services
• Violation of law or regulation
• Customer Data or content
• Third-party claims resulting from Customer conduct

19. Termination

The Company may suspend or terminate access:

• For breach of these Terms
• For security or legal risk
• For non-payment

Upon termination:

• Access to Services ceases immediately
• Certain provisions survive, including liability, indemnification, and IP

20. Governing Law and Venue

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.

All disputes shall be brought exclusively in state or federal courts located within Virginia.

21. Dispute Resolution and Arbitration

At the Company's election, disputes may be resolved through binding arbitration administered by the American Arbitration Association in Virginia.

Where arbitration is not elected, disputes shall proceed in the courts described above.

22. Force Majeure

The Company is not liable for failure or delay resulting from causes beyond reasonable control, including:

• Natural disasters
• Infrastructure or network failures
• Government actions
• Cybersecurity incidents

23. Assignment

The Customer may not assign or transfer rights under these Terms without prior written consent.

The Company may assign these Terms in connection with merger, acquisition, or asset sale.

24. Changes to Terms

The Company may modify these Terms at any time.

Material changes will be reflected by updating the "Last Updated" date. Continued use constitutes acceptance.

25. Entire Agreement

These Terms, together with any Order Forms, Data Processing Addenda, and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements.