Terms of Service

1.1 Access to Platform.

Subject to the terms of this Agreement, NuCortex grants Customer a non-exclusive, non-transferable, worldwide right to access and use our PDLC and engineering intelligence SaaS platform (the “Service”) solely for Customer’s internal business purposes.

1.2 Support.

NuCortex will provide technical support and maintenance for the Service in accordance with our standard support policies.

1.3 AI Capabilities.

Customer acknowledges that the Service utilizes Artificial Intelligence (AI) and Machine Learning (ML) to provide insights, predictions, and engineering intelligence.

2.1 Customer Data.

“Customer Data” means all data, code, metadata, or information submitted by or on behalf of Customer to the Service (e.g., via GitHub, Jira, or GCP integrations). As between the parties, Customer retains all rights, title, and interest in Customer Data.

2.2 Processing License.

Customer grants NuCortex a royalty-free, worldwide, non-exclusive license to host, copy, process, and display Customer Data as necessary to:

• Provide, maintain, and update the Service;
• Prevent or address service or technical problems;
• Comply with the law or a legal request.

2.3 AI & Product Enhancement.

Customer agrees that NuCortex may process Customer Data and metadata using AI/ML models to provide the contracted intelligence. NuCortex reserves the right to extract and use Usage Data (telemetry, clickstream data, and performance metrics) to:

• Track and process billing based on usage;
• Monitor platform health;
• Improve and enhance NuCortex’s product capabilities and AI models.

Note: Any data used for broader AI model improvement will be de-identified or aggregated so that it does not identify the Customer or any individual.

2.4 Privacy.

Our data practices are governed by our Privacy Policy. By using the Service, you acknowledge that your data will be hosted on Google Cloud Platform (GCP) in the United States.

3.1 Prohibited Use.

Customer shall not: (a) reverse engineer the Service; (b) use the Service to build a competitive product; (c) bypass any security measures; or (d) use the Service to store or transmit infringing, libelous, or otherwise unlawful material.

3.2 Credentials.

Customer is responsible for all activity occurring under its user accounts and for maintaining the confidentiality of login credentials.

4.1 NuCortex Ownership.

NuCortex retains all rights, title, and interest in and to the Service, including all software, AI models, algorithms, documentation, and any "Engineering Intelligence" frameworks generated by the platform.

4.2 Feedback.

If Customer provides suggestions or feedback, NuCortex may use such feedback without any obligation or compensation to Customer.

5.1 Payment.

Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated, fees are quoted and payable in US Dollars.

5.2 Taxes.

Fees do not include any taxes (GST/HST, sales tax, VAT). Customer is responsible for paying all taxes associated with its purchases.

5.3 Non-Payment.

Late payments may bear interest at the rate of 1.5% per month or the maximum rate permitted by law.

6.1 Definition.

“Confidential Information” means all information disclosed by one party to the other that is designated as confidential or reasonably should be understood to be confidential.

6.2 Protection.

Each party agrees to use the same degree of care it uses to protect its own confidential information (but not less than reasonable care) to prevent the unauthorized use or disclosure of the other party’s Confidential Information.

7.1 Service Warranty.

NuCortex warrants that the Service will perform materially in accordance with the applicable documentation.

7.2 AI Disclaimer.

THE SERVICE PROVIDES ENGINEERING AND PRODUCT INSIGHTS GENERATED BY AI. NUCORTEX DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED OUTPUTS. CUSTOMER IS SOLELY RESPONSIBLE FOR ANY BUSINESS DECISIONS MADE BASED ON THE INTELLIGENCE PROVIDED BY THE SERVICE.

7.3 General Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

9.1 By NuCortex.

NuCortex shall defend Customer against any third-party claim alleging that the Service infringes a patent or copyright, provided Customer gives prompt notice and cooperation.

9.2 By Customer.

Customer shall defend NuCortex against any claim arising from Customer’s unauthorized use of Customer Data or breach of Section 3 (Restrictions).

10.1 Term.

This Agreement begins on the Effective Date and continues until all subscriptions have expired or been terminated.

10.2 Termination for Cause.

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of notice.

10.3 Effect of Termination.

Upon termination, Customer’s right to access the Service ceases. NuCortex will delete Customer Data in accordance with its standard retention policies and the Privacy Policy.

11.1 Governing Law.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

11.2 Entire Agreement.

This Agreement (including any Order Forms) constitutes the entire agreement between the parties.

11.3 Subprocessors.

Customer agrees to the use of subprocessors, including Google Cloud Platform, to provide the Service.

11.4 Contact Information.

For any legal notices or questions regarding these Terms, please contact: