Terms of Service

1About these Terms

1.1These Terms of Service (“Terms”) are a binding agreement between Needl.ai Inc. and you. They govern your access to and use of the Needl.ai website, platform and applications, and the related software, APIs, MCP connectors, documentation and support that we provide (together, the “Services”).

1.2You accept these Terms when you sign up for, sign in to or use the Services, when you click to accept them, or when you sign an order form that refers to them. If you do not agree to these Terms, do not use the Services.

1.3If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind it. In that case, “you” means that organisation, and “Users” means the individuals it authorises to use the Services under its account.

1.4Signed agreements. If your organisation has signed an agreement with us for the Services, such as a master services agreement, order form or statement of work (a “Customer Agreement”), the Customer Agreement prevails over these Terms where they conflict. These Terms apply to anything the Customer Agreement does not cover. A data processing agreement between us prevails on the processing of personal data.

1.5Business use. The Services are designed for businesses and professionals. You confirm that you are using them for business purposes and not as a consumer.

1.6Age. Every User must be at least 18 years old.

1.7Policies and additional terms. Our Privacy Policy and the acceptable use rules in section 9 form part of these Terms. If we present additional terms for a particular feature, those terms apply to your use of that feature and also form part of these Terms.

2Who we are

2.1The Services are provided by Needl.ai Inc., of 1639 11th St, Santa Monica, CA 90404, United States (“Needl.ai”, “we”, “us” and “our”).

2.2We may use our affiliates and service providers to provide the Services, and we remain responsible for their performance under these Terms.

3The Services

3.2Platform features. The Services also include features that work across products, such as context management, MCP connectors, and AI usage and budget controls.

3.3Deployment. We provide the Services as a hosted service or deploy them in your own environment, as set out in your Customer Agreement.

3.4Support and professional services. Support, any service level commitments, and any implementation, configuration or training services are as set out in your Customer Agreement.

3.5Availability. We work to keep the Services available, but they may be interrupted for maintenance, updates or reasons outside our control.

3.6Changes to the Services. We may change, add or remove features to improve the Services, to respond to changes in technology or law, or for security reasons. If a change materially reduces the core functionality of a product you have paid for, we will give you reasonable notice in advance, and your Customer Agreement governs any remedy.

3.7Usage limits. We may apply reasonable limits on use of the Services, such as limits on storage, requests or processing volume. We will tell you about the limits that apply to you.

4Your account

4.1Accurate information. You need an account to use most of the Services. Give us accurate information when you create it and keep it up to date.

4.2Organisation accounts. If your account is provided by your organisation, your organisation controls it. Its administrators can add, suspend and remove Users, set permissions, require sign-in through single sign-on, connect data sources, and access, export or delete content in the account.

4.3Credentials. Keep your credentials confidential, including passwords, single sign-on access, API keys and access tokens. Each account is for one named User. Do not share accounts or use them as shared or pooled accounts, unless your Customer Agreement allows it. You are responsible for activity under your account. Tell us promptly at support@needl.ai if you suspect unauthorised access.

4.4Shared content. If someone shares content with you through the Services, you may need to sign in or verify your email address to view it. Use shared content only as the person or organisation that shared it permits.

5Trials and beta features

5.1Trials. We may offer access to the Services free of charge or at a reduced fee for evaluation, such as a trial, pilot or proof of concept (a “Trial”). A Trial runs for the period we tell you or until either of us ends it, and may be subject to usage limits, such as limits on the number of data rooms, reports or report regenerations. We may change, suspend or end a Trial at any time. A pilot or proof of concept under a Customer Agreement follows that agreement.

5.2Beta features. We may make available features labelled as beta, preview or early access (“Beta Features”). Beta Features are for evaluation, may contain errors, may change or be withdrawn at any time, and may be less reliable than other features.

5.3No commitments. Trials and Beta Features are provided “as is”, without warranties, service levels, support commitments or indemnities.

5.4End of a Trial. When a Trial ends and no Customer Agreement is in place, we may delete the Customer Data in the Trial account. Export anything you want to keep before the Trial ends.

6Fees and payment

6.1Fees for paid Services, and the related invoicing and payment terms, are set out in your Customer Agreement.

6.2Fees do not include taxes. You are responsible for applicable taxes, such as GST, VAT or sales tax, other than taxes on our income.

6.3If you buy the Services through a cloud marketplace, such as AWS Marketplace or Microsoft Marketplace, the terms you accept in that marketplace govern pricing, billing and payment.

7Your data

7.2Ownership. As between you and us, you own Customer Data, including all intellectual property rights in it. We acquire no rights in it except the limited rights in these Terms.

7.3Our licence. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, store, transmit, process, analyse, index and display Customer Data, and to process it with the AI models that power the Services, only as needed to provide, maintain, secure and support the Services for you, to prevent misuse and to comply with law. This licence lasts for as long as we hold the Customer Data. Our affiliates and service providers may exercise it on our behalf.

7.4No training on your data. We do not use Customer Data, including Outputs, to train, retrain or fine-tune any AI model, whether our own or a third party’s, unless you agree in writing. Our subprocessors are not permitted to use it to train their models either (see section 13.5).

7.5No sale or advertising. We do not sell Customer Data or use it for advertising.

7.6Access by our personnel. Our personnel access Customer Data only when needed to provide or support the Services, including when you ask us for help, to keep the Services secure, or to comply with law.

7.7Your responsibilities. You are responsible for Customer Data and for having all the rights, permissions and consents needed to submit it and to allow us to process it under these Terms, including under any confidentiality agreement that covers it. You confirm that this processing will not infringe anyone’s rights or break any law.

7.8Regulated data. The Services are not designed to meet the specific requirements that apply to protected health information under the US Health Insurance Portability and Accountability Act or to payment card data. Do not submit that data unless we have agreed in writing.

7.9Export and deletion. You can export or delete Customer Data using the features of the Services, where available, or by asking us. When you ask us to delete Customer Data, we delete it together with the indexes and other material derived from it, and confirm the deletion in writing. Copies in backups are deleted in our normal backup cycle. We may keep data that the law requires us to keep.

7.10Usage Data. We collect technical information about how the Services are used, such as feature usage, performance and error data, and device and browser information (“Usage Data”). Usage Data does not include the content of Customer Data. We use it to operate, secure, support and improve the Services, and we share it outside Needl.ai only with our service providers or in aggregated form that does not identify you or any individual.

7.11Feedback. If you give us suggestions, ratings or comments about the Services, including feedback on Outputs, we may use them without restriction or obligation to you. This gives us no additional rights in any Customer Data included with the feedback.

8AI features

8.1How the AI features work. The Services use artificial intelligence, including large language models from third-party providers, to search, analyse and summarise information and to generate Outputs. Outputs are produced automatically from your Inputs and the sources available to the Services.

8.2AI can make mistakes. AI systems are probabilistic. Outputs may be inaccurate, incomplete, out of date or inconsistent with the source materials they draw on, and a citation may not fully support the statement it accompanies. The same or similar Inputs can produce different Outputs, and other users may receive similar Outputs.

8.3Review before you rely. Check Outputs against their sources and apply your own professional judgement before you rely on them, make decisions based on them, or share them outside your organisation, for example in investment committee materials or reports to clients. The Services support your work. Decisions, and their consequences, remain yours.

8.4Not professional advice. Outputs are provided for information and to support your own analysis. They are not investment, financial, legal, tax, accounting, credit, credit rating, regulatory or other professional advice, and are not a recommendation or solicitation to buy, sell or hold any security or to enter into any transaction. We do not act as your investment adviser, broker, research analyst, credit rating agency or law firm. You remain responsible for complying with the laws, regulations and professional standards that apply to your business, including those that apply to your use of AI.

8.6Publishing Outputs. If you publish or distribute Outputs, you are responsible for their content and for any disclosure about the use of AI that the law requires.

8.7Ownership of Outputs. As between you and us, you own the Outputs, and we assign to you any rights we have in them. We keep all rights in the Services, including the models, prompts, templates, report structures, methodologies and software used to generate Outputs. Third-Party Content quoted or reproduced in an Output remains subject to its owners’ rights (see section 10.5).

8.8The models we use. We may change the AI models that power the Services to maintain or improve them. Where the Services let you choose a model, the choice is yours.

8.9Web search. Some features can search the public web or third-party data sources when answering a request. When you use them, we send search queries based on your Inputs to third-party search providers, and the results come from sources we do not control.

8.10Agents. Some features carry out multi-step tasks, such as researching a company across your documents, drafting a report or sending scheduled updates to recipients you choose. You decide when to use them, and you are responsible for reviewing their results and any action you take on them.

8.11Permissions and reporting problems. Where the Services search your organisation’s content, they are designed to use only the content that the User asking is permitted to access. If an Output is wrong, harmful or otherwise inappropriate, report it using the feedback controls in the Services or by writing to support@needl.ai. We review these reports.

9Acceptable use

9.2We do not monitor Customer Data as a matter of course. If we receive a complaint or become aware of a possible breach of these Terms, we may investigate, remove or disable access to the content concerned, and suspend access under section 14.

10Third-party services and content

10.1Connected services. The Services can connect to third-party services that you use, such as cloud storage, virtual data rooms, email and collaboration tools (“Third-Party Services”). When you connect a Third-Party Service, you authorise us to access and process the data you make available from it, within the permissions you grant, to provide the Services. Where the service supports it, we connect through an authorisation protocol such as OAuth, so we do not receive your password for that service, and any credentials we need to keep are stored encrypted. You can revoke a connection at any time in the Services or in the Third-Party Service.

10.2Your use of a Third-Party Service is governed by your agreement with its provider. We do not control Third-Party Services and are not responsible for their availability, security or conduct, for changes to them that affect the Services, or for what they do with data or Outputs sent to them at your direction.

10.3Google services. Our use of information received from Google APIs follows the Google API Services User Data Policy, including its Limited Use requirements.

10.4Other applications. If you connect the Services to another application, such as an AI assistant through our MCP connector or our API, the provider of that application handles the data it receives from the Services, including Outputs returned to it, under its own terms. You are responsible for the applications you connect.

10.5Third-Party Content. Some products, such as Market Intelligence, give you access to content from public sources and third-party providers, such as news, regulatory filings, company announcements and market data (“Third-Party Content”). Third-Party Content belongs to its owners and is subject to their terms. We provide it as we receive it from its source and do not guarantee that it is accurate, complete, timely or available. You may use it only for your internal business purposes and must not reproduce, redistribute, publish or sell it except as its owner or your Customer Agreement allows.

11Our intellectual property

11.1We and our licensors own the Services, including the software, designs, templates, documentation, the Needl.ai name and logos, and all improvements to them, and all intellectual property rights in them. Apart from the rights expressly granted in these Terms, you receive no rights in the Services.

11.2Subject to these Terms and your Customer Agreement, we grant you a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services for your internal business purposes during the term of your Customer Agreement or Trial, and to allow your Users to do so.

11.3You may not use the Needl.ai name, logos or other trademarks without our prior written permission.

11.4The Services include open-source components that are licensed under their own licences.

12Confidentiality

12.1“Confidential Information” means non-public information that one party discloses to the other in connection with the Services and that is marked as confidential or that a reasonable person would understand to be confidential. Customer Data, including Outputs, is your Confidential Information. Non-public information about the Services, including pricing, documentation, security reports and product plans, is ours.

12.2The receiving party will use the other party’s Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it with at least the care it uses for its own similar information and no less than reasonable care, and will disclose it only to its personnel, affiliates, subprocessors and professional advisers who need to know it and who are bound by confidentiality obligations at least as protective as these.

12.3These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew without restriction, that it develops independently without using the other party’s Confidential Information, or that it receives lawfully from a third party without restriction. A party may disclose Confidential Information where the law, a court or a regulator requires it, after notifying the other party where it lawfully can, so that the other party can seek protection.

12.4If we have signed a separate confidentiality or non-disclosure agreement with you, it also applies, and the more protective terms prevail.

13Privacy and security

13.1Privacy Policy. Our Privacy Policy explains how we handle personal data, including the personal data of Users and of visitors to our website.

13.2Our role. When we process personal data contained in Customer Data, we act on your behalf and on your instructions, as your processor or service provider, and you act as the controller or data fiduciary. We process that data in line with applicable data protection law, including, where they apply, US state privacy laws, the GDPR and India’s Digital Personal Data Protection Act, 2023. You are responsible for having a lawful basis for that processing and for giving any notices and obtaining any consents it requires. We will enter into a data processing agreement with you on request.

13.3Where data is hosted. When we host the Services, Customer Data is stored and processed in the United States, or in another region set out in your Customer Agreement. When the Services are deployed in your own environment, Customer Data stays in that environment, except where you choose to connect a Third-Party Service. Our personnel may access Customer Data from India to provide and support the Services, under the safeguards in these Terms.

13.4Security. We maintain administrative, technical and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, as described on our Trust & Security page. If we become aware of a breach of security that affects your Customer Data, we will notify you without undue delay and give you the information you reasonably need to meet your own obligations.

13.5Subprocessors. We use third parties to process Customer Data on our behalf, including providers of AI models and cloud infrastructure (“subprocessors”). Each is bound by written confidentiality and data protection obligations at least as protective as these Terms and is not permitted to use Customer Data to train its models. We remain responsible for our subprocessors. A list of our current subprocessors is available on request.

13.6Activity logs. We keep logs of queries, prompts, Outputs and system activity to operate, secure and support the Services, to monitor quality and safety, and to investigate suspected breaches of these Terms. We keep them for as long as these purposes require, unless your Customer Agreement or the law requires a different period.

13.7Your environment. If the Services run in your own cloud account, you are responsible for the security and operation of that environment, as set out in your Customer Agreement.

14Suspension and termination

14.1Closing your account. You may stop using the Services at any time. To close your account, contact support@needl.ai or, for an organisation account, your administrator. If you have a Customer Agreement, its terms govern how it ends.

14.4After termination. Your right to use the Services ends. For 30 days after termination, you may ask us to export your Customer Data. After that, we delete it from our active systems in line with section 7.9, except for copies in backups, which are overwritten in the normal cycle, and copies the law requires us to keep.

14.5Survival. Sections 7, 8.4 to 8.7, 11, 12, 14.4, 15, 16, 17, 21 and 22, and any other terms that by their nature should survive, continue after these Terms end.

17Indemnity

17.2We will notify you promptly of the claim, allow you to control its defence and settlement, and give you reasonable help at your expense. You may not settle a claim in a way that imposes obligations on us or admits fault on our behalf without our consent.

17.3Any indemnity that we give you is set out in your Customer Agreement.

18Copyright complaints

18.2We review each notice and may remove or disable access to the material. Where we can, we will tell the User who submitted it. A User who believes that material was removed by mistake may send a counter-notice to the same address, identifying the material and explaining why. We may restore the material if the person who complained does not start legal proceedings.

18.3We may close the accounts of Users who repeatedly infringe the rights of others.

18.4If you knowingly misrepresent that material is infringing, or that it was removed by mistake, you may be liable for the resulting damages.

18.5We handle these notices in line with applicable copyright law.

19Changes to these Terms

19.1We may update these Terms from time to time. We will post the updated Terms on this page and change the “Last updated” date at the top.

19.2If a change is material, we will notify account administrators by email or in the Services at least 30 days before it takes effect. Changes required by law, or that relate only to new features, may take effect sooner.

19.3If you continue to use the Services after a change takes effect, you accept the updated Terms. If you do not agree to them, stop using the Services before then. Changes do not apply during the current term of a signed Customer Agreement unless you agree to them in writing.

19.4Earlier versions of these Terms are available on request from compliance@needl.ai.

20Notices and grievances

20.1Notices to you. We may send you notices by email to your organisation’s administrator, to the address associated with your account or to the address in your Customer Agreement, or show them in the Services. We may post notices that apply to all users on our website. A notice sent by email takes effect when it is sent.

20.2Notices to us. Send legal notices, including notices of a dispute under section 21.1, by email to compliance@needl.ai, marked for the attention of the Legal Officer. If your Customer Agreement requires notice by post or courier, also send a copy to us at the address in section 2.1. A notice to us takes effect when we receive it.

20.3Support. For help with the Services, contact support@needl.ai.

20.4Grievance Officer for users in India. Under the Information Technology Act, 2000 and the rules made under it, our Legal Officer acts as our Grievance Officer. Anyone, including a person who is not a User, may send a complaint about the Services, or about content made available through them, to the Legal Officer at compliance@needl.ai, or by post to the Legal Officer at the address in section 2.1. We acknowledge complaints and resolve them within the time the law requires.

21Governing law and disputes

21.1Informal resolution. Before starting proceedings, the party raising a dispute will send the other a written notice describing it, and the parties will try in good faith to resolve it within 30 days of that notice.

21.2Governing law. These Terms, and any dispute arising out of or in connection with them, are governed by the laws of the State of New York, without regard to its conflict of laws rules.

21.3Arbitration. Any dispute not resolved under section 21.1 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration is New York, New York, and the language of the arbitration is English. Judgment on the award may be entered in any court of competent jurisdiction.

21.4No class actions. Each party will bring any dispute only in its individual capacity, and not as a plaintiff or class member in any class, consolidated or representative proceeding.

21.5Court relief. Nothing in this section prevents either party from seeking injunctive or other equitable relief in the state or federal courts located in New York County, New York, to protect its intellectual property rights or Confidential Information, and each party submits to the jurisdiction of those courts for that purpose.

21.6The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

21.7If you have a Customer Agreement, its governing law and dispute resolution terms apply instead of this section 21.

22General

22.1Entire agreement. These Terms, together with any Customer Agreement and the documents they refer to, form the entire agreement between you and us about their subject matter. They replace earlier versions of these Terms, including the version dated 15 December 2020. Terms in a purchase order or similar document that you issue have no effect.

22.2Assignment. Neither party may assign or transfer these Terms without the other’s prior written consent, except that either party may assign them without consent to an affiliate, or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its business or assets.

22.3Events outside our control. Neither party is liable for a delay or failure to perform its obligations, other than payment obligations, caused by events outside its reasonable control, such as natural disasters, epidemics, war, terrorism, civil unrest, government action, cyber attacks, or failures of internet, telecommunications, cloud hosting or AI model providers.

22.4Export controls and sanctions. You will comply with applicable export control and sanctions laws, including those administered by the US Department of Commerce and the US Treasury’s Office of Foreign Assets Control. You confirm that you are not located in, or owned or controlled by anyone located in, a country or region subject to comprehensive US sanctions, and that you are not named on a US government list of restricted parties.

22.5Publicity. Neither party will use the other’s name or logo in publicity or marketing without the other’s prior written consent.

22.6Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency or employment relationship.

22.7Third-party rights. No one other than you and us has any right to enforce these Terms.

22.8Severability and waiver. If any provision of these Terms is held to be unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in effect. A failure or delay in enforcing any provision is not a waiver of it.

22.9Electronic acceptance and language. These Terms may be accepted electronically, and your electronic acceptance has the same effect as a signature. They are written in English, and the English version prevails over any translation.

22.10Interpretation. “Including” and similar words mean “including without limitation”. A reference to a law includes that law as amended or re-enacted. Headings are for convenience only.