Terms of Service

Last Updated: April 19, 2025

Welcome to Nomi, a realtime sales copilot, a Software-as-a-Service platform provided by Nomi, located at 584 Castro Street, 94114 San Francisco ("Nomi," "We," "Us," "Our").

These Terms of Service ("Terms") govern the access to and use of our software platform, including any associated websites, applications, features, content, and support services (collectively, the "Service") by you and any individuals you authorize to use the Service under your account ("Authorized Users"). The entity agreeing to these Terms ("Customer," "You," "Your") represents that it has the authority to bind itself and its Authorized Users to these Terms.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE SERVICE, CLICKING "I AGREE," OR EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY (AVAILABLE AT https://www.heynomi.com/privacy-policy), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

1. Definitions

• "Agreement": Refers to these Terms of Service, any Order Forms, and the Privacy Policy.
• "Authorized User": An individual (e.g., employee, contractor) authorized by Customer to access and use the Service under Customer's account.
• "Customer Data": Any data, information, content, or material submitted by Customer or Authorized Users to the Service or collected by the Service on behalf of the Customer.
• "Order Form": A document, web form, or ordering interface agreed upon by both parties, specifying the interface agreed upon by both parties, specifying the Service subscription purchased, fees, subscription term, usage limits, and other commercial terms.
• "Service": The Nomi realtime sales copilot SaaS platform, including software, updates, documentation, and support services provided by Nomi.
• "Subscription Term": The period during which Customer is authorized to use the Service, as specified in the Order is authorized to use the Service, as specified in the Order Form.

2. Service Access and Use

2.1. License Grant: Subject to the terms and conditions of this Agreement and payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable (except as permitted herein), non-sublicensable, revocable right to access and use the Service during the Subscription Term, solely for Customer's internal business operations, and only by Authorized Users.

2.2. Authorized Users: Customer is responsible for managing its Authorized Users and ensuring their compliance with this Agreement. Customer is liable for all actions taken by Authorized Users under its account.

2.3. Restrictions: Customer shall not, and shall not permit Authorized Users or any third party to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Service available to any third party, other than Authorized Users; (b) modify, adapt, or hack the Service or attempt to gain unauthorized access to the Service or its related systems or networks; (c) use the Service in violation of applicable laws or regulations; (d) use the Service to send unsolicited communications, spam, or store infringing, obscene, threatening, or otherwise unlawful material; (e) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service; (f) interfere with or disrupt the integrity or performance of the Service.

3. Customer Responsibilities

3.1. Account Security: Customer is responsible for maintaining the confidentiality of its account login information and for all activities that occur under its account. Customer agrees to notify Us immediately of any unauthorized use of its account.

3.2. Customer Data: Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer represents and warrants that it has all necessary rights and consents to provide Customer Data to Us for processing in connection with the Service.

3.3. Compliance: Customer shall comply with all applicable laws and regulations in connection with its use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data.

4. Fees and Payment

4.1. Fees: Customer agrees to pay all fees specified in the applicable Order Form(s). Except as otherwise specified herein or in an Order Form, (a) fees are based on the Service subscriptions purchased and not actual usage, (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) quantities purchased cannot be decreased during the relevant Subscription Term.

4.2. Invoicing and Payment: Fees will be invoiced in advance annually or as otherwise set forth in the Order Form. Invoices are due upon receipt. Customer is responsible for providing complete and accurate billing and contact information.

4.3. Late Payments: Overdue amounts are subject to a late charge of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower, plus all expenses of collection.

4.4. Taxes: Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Our net income.

5. Term and Termination

5.1. Term: This Agreement commences on the date Customer first accepts it and continues until all Subscription Terms specified in Order Forms have expired or have been terminated.

5.2. Subscription Renewal: Unless otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or one year (whichever is shorter), unless either party gives the other written notice of non-renewal at least 30 days before the end of the relevant Subscription Term. The per-unit pricing during any renewal term will be the same as that during the prior term unless We have given Customer written notice of a pricing increase at least 30 days before the end of that prior term.

5.3. Termination for Cause: Either party may terminate this Agreement for cause: (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

5.4. Effect of Termination: Upon termination or expiration of this Agreement: (a) all rights granted to Customer hereunder will immediately cease; (b) Customer must cease all use of the Service; (c) Customer shall pay any unpaid fees covering the remainder of the term of all Order Forms; (d) Upon request, We will make Customer Data available for export or download for a period of 30 days, after which We may delete Customer Data in accordance with Our data retention policies. Sections governing Fees, Intellectual Property Rights, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Miscellaneous shall survive termination.

6. Intellectual Property Rights

6.1. Our IP: We own all rights, title, and interest, including all related intellectual property rights, in and to the Service, including any underlying software, algorithms, documentation, improvements, and derivative works thereof. No rights are granted to Customer hereunder other than as expressly set forth herein.

6.2. Customer Data: As between Us and Customer, Customer owns all rights, title, and interest in and to Customer Data. Customer grants Us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data as necessary to provide, maintain, and improve the Service in accordance with this Agreement.

6.3. Feedback: Customer may provide feedback, suggestions, or ideas about the Service ("Feedback"). Customer grants Us a perpetual, irrevocable, worldwide, royalty-free, a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, modify, incorporate, and otherwise exploit any Feedback for any purpose.

7. Confidentiality

7.1. Definition: "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes the Service; Customer Confidential Information includes Customer Data.

7.2. Protection: The Receiving Party will use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.3. Exclusions: Confidential Information does not include information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

7.4. Compelled Disclosure: The Receiving Party may disclose Confidential Information if required by law or court order, provided the Receiving Party gives the Disclosing Party prior notice (if legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

8. Data Privacy and Security

We will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data, as described in Our Privacy Policy (available at https://www.heynomi.com/privacy-policy).

9. Warranties and Disclaimers

9.1. Mutual Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

9.2. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

10. Limitation of Liability

10.1. Exclusion of Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Cap on Liability: EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS AND LIABILITIES ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

11.1. By Us: We will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the Service as by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates such third party's intellectual property rights, and will indemnify Customer for any damages finally awarded against Customer in connection with any such Claim, provided Customer (a) promptly gives Us written notice of the Claim, (b) gives Us sole control of the defense and settlement of the Claim (except that We may not settle any Claim unless it unconditionally releases Customer of all liability), and (c) provides Us reasonable assistance, at Our expense.

11.2. By Customer: Customer will defend Us against any Claim made or brought against Us by a third party arising from (a) Customer Data, or (b) Customer's use of the Service in violation of this Agreement or applicable law, and will indemnify Us for any damages finally awarded against Us in connection with any such Claim, provided We (a) promptly give Customer written notice of the Claim, (b) give Customer sole control of the defense and settlement of the Claim (except that Customer may not settle any Claim unless it unconditionally releases Us of all liability), and (c) provide Customer reasonable assistance, at Customer's expense.

12. Modifications

We reserve the right to modify these Terms from time to time. If we make material changes, we will notify you either through the Service user interface, in an email notification, or through other reasonable means. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the modified Terms. We will provide at least 30 days' notice of material changes.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in San Francisco County, California. Both parties consent to the personal jurisdiction of such courts.

14. Miscellaneous

14.1. Entire Agreement: This Agreement, including all Order Forms and the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

14.2. Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.3. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

14.4. Waiver: No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

14.5. Notices: All notices under this Agreement will be in writing and sent to the addresses specified in the Order Form or to such other address as may be specified by either party to the other in accordance with this section. Notices will be deemed received upon: (a) personal delivery, (b) the second business day after mailing, or (c) the first business day after sending by email (provided email is not returned as undeliverable).

14.6. Relationship of the Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

15. Contact Information

If you have any questions about these Terms, please contact us at: