Terms & Conditions

Naoma AI Demo Agent – Terms and Conditions

Last Updated: September 22, 2025

IMPORTANT—READ CAREFULLY: By accessing or using the Naoma AI Demo Agent service (the “Service”), you (“Customer”) agree to be bound by these Terms and Conditions (these “Terms”). If you are using the Service on behalf of an entity, you represent that you have authority to bind that entity. If you do not agree to these Terms, do not use the Service.

These Terms are a legal agreement between you and Naoma AI Inc., a Delaware corporation, 1007 N Orange St., 4th Floor, Wilmington, DE 19801, USA (“Naoma,” “we,” “us,” or “our”).

1. Definitions

“Agent” means Naoma’s AI-powered demo agent that conducts live, interactive demos of Customer’s products for website visitors and prospects, including via video and/or voice, as configured by Customer. 

“Agent Outputs” means content or responses generated by the Agent based on prompts, configurations, or inputs.

“Customer Content” means any content, data, media, product environment, documentation, logos/marks, and scripts Customer provides for use with the Service.

“Customer Data” means Customer Content and any data that Customer or its Permitted Users submit to the Service, including transcripts, interaction logs, metadata, end-user questions, and lead information.

“Visitor Data” means information collected from website visitors or prospects who interact with the Agent (e.g., chat/video/audio, device data, usage data, contact details provided by the visitor).

“Permitted Users” means Customer’s employees, contractors, and agents authorized to use the Service under Customer’s account.

“Usage Data” means data related to the operation and performance of the Service, Agent interactions, and feature usage, in de-identified or aggregated form.

“Engaged Demo” means a metered unit for billing that reflects a qualifying Agent interaction meeting Naoma’s then-current engagement thresholds (e.g., minimum duration and/or interaction count) published in the Order Form or admin settings.

2. Description of the Service; License Grant

2.1 Service Overview. The Service provides a live, AI-native demo experience that discovers leads and conducts interactive product demos for B2B software, qualifying prospects before human handoff. It is video-first, scalable, multilingual, and runs on demand for Customer’s web properties or selected channels. 

2.2 License. Subject to these Terms and timely payment of fees, Naoma grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for Customer’s internal business purposes.

2.3 Accounts. Customer is responsible for all activities under its accounts and for maintaining the confidentiality of credentials. Accounts are for named individuals and may not be shared. Customer will promptly disable access for any person who no longer requires it.

2.4 Changes; Beta Features. Naoma may modify features, interfaces, or documentation. Naoma may offer “Beta,” “Labs,” or pre-release features that are optional, provided “as is,” may be suspended at any time, and are excluded from any commitments or SLAs.

3. Deployment; Integrations; Access to Systems

3.1 Deployment. Customer may embed or surface the Agent on its websites, apps, or other approved channels and may connect the Agent to Customer’s demo environment or sandbox to showcase product capabilities. 

3.2 Integrations. The Service may integrate with third-party platforms (e.g., CRM, analytics, scheduling). Customer’s use of third-party services is governed by those providers’ terms and policies.

3.3 Access and Cooperation. Customer will provide accurate configuration information and any necessary access (e.g., API keys, test data) and is responsible for the security of any Customer-provided credentials.

4. Fees; Invoicing; Taxes

4.1 Pricing Model. Fees are set forth in the applicable Order Form or online plan and may include a per-Engaged-Demo component and/or subscription allotments. 

4.2 Overages and True-Ups. If actual usage exceeds plan limits, overage fees apply at the then-current rates. Engagement thresholds and metering rules will be reasonably defined and may be updated with notice.

4.3 Invoices; Late Payments. Unless otherwise stated, invoices are due net 30 days. Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law) and reasonable collection costs.

4.4 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, or similar taxes (excluding taxes based on Naoma’s net income).

5. Customer Data; Visitor Data; Agent Outputs

5.1 Ownership. As between the parties, Customer owns Customer Data and Visitor Data. Naoma does not claim ownership of Customer Data or Visitor Data.

5.2 License to Operate the Service. Customer grants Naoma a worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data and Visitor Data solely as necessary to provide, secure, support, and improve the Service, to prevent fraud or misuse, and to comply with law.

5.3 Agent Outputs. To the extent permitted by law, and subject to third-party rights and these Terms, Naoma assigns to Customer any copyrights it may own in Agent Outputs generated for Customer’s configuration, and otherwise grants Customer a perpetual, worldwide license to use such Agent Outputs for its business. Customer acknowledges Agent Outputs may contain or reflect model-generated content and may be similar to outputs generated for others.

5.4 Improvements; Usage Data. Naoma may use de-identified or aggregated data derived from Customer Data/Visitor Data and Usage Data to develop and improve models, algorithms, and the Service. Naoma will not disclose Customer’s identity in such data. Enterprise customers may opt out of improvements use upon written notice; operational and security uses continue as needed.

5.5 Data Retention. During the subscription term, Customer may export interaction logs and transcripts via available tools. After termination, Section 16.4 applies.

6. Privacy; Recording and Consent; Data Protection

6.1 Privacy Policy; DPA. Naoma’s Privacy Policy is incorporated by reference. If processing of personal data is subject to the GDPR, CCPA/CPRA, or other data laws, the parties will execute a Data Processing Addendum (“DPA”), which governs to the extent of conflict.

6.2 Visitor Notices and Consent. Customer is solely responsible for obtaining and maintaining all notices and consents required under applicable laws (including call/communication recording, e-privacy, and cookie laws) before visitors interact with the Agent, and for honoring do-not-track or opt-out signals as required.

6.3 Sensitive and Regulated Data. Unless expressly agreed in writing, the Service is not intended for: (i) PHI under HIPAA; (ii) payment card data (PCI DSS); (iii) children’s data under COPPA; or (iv) other highly regulated data. Customer will not input such data.

7. Acceptable Use; Anti-Fraud; Benchmarking

Customer and Permitted Users shall not:

(a) use the Service in violation of law or third-party rights;

(b) upload malicious code, attempt to bypass security, or perform penetration tests without written consent;

(c) resell, sublicense, or provide the Service to third parties except as expressly permitted;

(d) reverse engineer, decompile, or attempt to derive source code or model weights;

(e) use bots or scripts to artificially trigger demos, inflate metrics, or otherwise manipulate usage;

(f) use the Service to develop, train, or benchmark a competing product except with Naoma’s written consent; or

(g) misrepresent the Agent as a human without required disclosures, as applicable.

Naoma may throttle, suspend, or block abusive or fraudulent traffic to protect Service integrity.

8. Security; Availability; Support

8.1 Security. Naoma will implement commercially reasonable administrative, technical, and physical safeguards designed to protect the Service and Customer Data from unauthorized access or disclosure.

8.2 Availability and Maintenance. Naoma targets high availability but does not guarantee uninterrupted operation. Scheduled maintenance may occur, and emergency maintenance may be performed as needed.

8.3 Incident Response. Naoma will notify Customer without undue delay upon confirmation of a security incident affecting Customer Data and will provide reasonable cooperation.

9. Intellectual Property; Branding; Feedback

9.1 Naoma IP. Naoma and its licensors own all right, title, and interest in the Service, Agent, software, models, interfaces, documentation, and all improvements.

9.2 “Powered by Naoma AI” Attribution. Unless Customer opts out in writing, Customer agrees Naoma may display a discreet “Powered by Naoma AI” attribution in or near the Agent interface and in demo experiences, consistent with industry practice. This supports organic awareness of the technology. 

9.3 Customer Marks. Customer grants Naoma a limited right to display Customer’s name and marks solely within the Agent experience and as reasonably necessary to provide the Service, subject to brand guidelines.

9.4 Feedback. If Customer provides feedback, suggestions, or ideas, Customer grants Naoma a perpetual, irrevocable, royalty-free license to use and incorporate them without restriction or attribution.

10. Third-Party Services and Content

The Service may interoperate with third-party services. Naoma is not responsible for third-party services or content and does not warrant their availability or compliance.

11. Warranties; Disclaimers

11.1 Mutual Authority. Each party represents it has the power to enter these Terms.

11.2 DISCLAIMER. THE SERVICE, AGENT, AND AGENT OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAOMA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING AGENT OUTPUTS AND FOR ALL DECISIONS MADE IN RELIANCE THEREON.

11.3 High-Risk Use. The Service is not designed for critical or high-risk uses (e.g., medical diagnosis, emergency services, or safety-of-life systems).

12. Indemnification

12.1 By Customer. Customer will defend and indemnify Naoma and its affiliates against third-party claims arising from: (a) Customer Data or Visitor Data; (b) Customer’s use of the Service in violation of law or these Terms; or (c) Customer’s products or services showcased by the Agent.

12.2 By Naoma (IP). Naoma will defend and indemnify Customer against third-party claims that the Service (as provided by Naoma) directly infringes a U.S. patent, trademark, or copyright. If a claim arises, Naoma may (i) modify the Service, (ii) procure rights for continued use, or (iii) terminate the affected subscription and refund prepaid, unused fees. Naoma’s obligations do not apply to claims arising from Customer Content, configurations, combinations not provided by Naoma, or use contrary to documentation.

12.3 Procedure. The indemnified party must provide prompt notice, reasonable cooperation, and grant sole control of the defense to the indemnifying party.

13. Limitation of Liability

13.1 Exclusions. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA.

13.2 Cap. EXCEPT FOR AMOUNTS DUE, BREACH OF SECTION 7 (ACCEPTABLE USE), OR A PARTY’S INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO NAOMA FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR $100 IF NO FEES WERE PAID).

13.3 Basis of Bargain. These limitations are fundamental elements of the parties’ bargain.

14. Term; Suspension; Termination; Data Return

14.1 Term. These Terms commence when Customer first accepts them and continue while Customer has an active subscription or uses the Service.

14.2 Auto-Renewal. Subscriptions renew per the Order Form unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.

14.3 Suspension. Naoma may suspend access for (i) material breach (including Section 7) posing a security or operational risk, or (ii) non-payment after notice.

14.4 Termination for Cause. Either party may terminate for material breach not cured within 30 days of written notice.

14.5 Effects; Data Return. Upon termination, Customer’s access ceases. For 30 days after termination, upon written request, Naoma will provide Customer with an export of Customer Data and available Visitor Data in a reasonable format. Thereafter, Naoma will delete or de-identify such data per its retention policies and legal obligations.

14.6 Refunds. If Customer terminates for Naoma’s uncured material breach, Naoma will refund prepaid, unused fees pro rata. If Naoma terminates for Customer’s breach, fees remain due and payable.

14.7 Survival. Sections that by nature should survive (including 5–7, 9–13, 15–21) will survive termination.

15. U.S. Government; Export; Sanctions

The Service and documentation are “commercial computer software” and related documentation. Customer will comply with applicable export control and sanctions laws and represents it is not a prohibited party or located in an embargoed jurisdiction.

16. Dispute Resolution; Arbitration; Governing Law

16.1 Governing Law. Delaware law governs these Terms, excluding conflict-of-laws rules. UCITA and the U.N. CISG do not apply.

16.2 Informal Resolution. The parties will first attempt to resolve disputes through good-faith negotiations.

16.3 Binding Arbitration; Class Waiver. Except as in Section 16.5, disputes will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Rules by a single arbitrator in English, seated in Wilmington, Delaware (or remote by agreement). Class actions are waived; claims may be brought only in an individual capacity.

16.4 Opt-Out. Customer may opt out of arbitration/class waiver within 30 days of first accepting these Terms by written notice to legal@naoma.ai including Customer’s name and account email.

16.5 Exceptions; Injunctions; Small Claims. Either party may seek injunctive relief in a court of competent jurisdiction for unauthorized use or disclosure of Confidential Information or IP infringement, and may bring eligible claims in small claims court.

16.6 Court Venue if No Arbitration. If arbitration is unavailable or unenforceable, the parties consent to the exclusive jurisdiction and venue of state or federal courts located in Delaware and waive jury trial.

17. Confidentiality

17.1 Definition. “Confidential Information” means non-public information disclosed by a party that is marked or should reasonably be understood as confidential, including Customer Data and Visitor Data, product roadmaps, security information, and business terms.

17.2 Obligations. The receiving party will use the same degree of care it uses to protect its own confidential information (no less than reasonable care), use Confidential Information solely to perform these Terms, and limit disclosure to personnel/contractors with a need to know who are bound by confidentiality obligations.

17.3 Exclusions; Compelled Disclosure. Confidential Information does not include information that is public (through no fault), independently developed, or lawfully received from a third party without restriction. If compelled by law to disclose, the receiving party will give notice and cooperate to seek protective treatment.

17.4 Duration. Obligations last for three (3) years from disclosure; trade secrets and personal data remain protected as long as they qualify as such.

18. Publicity

With Customer’s prior consent (email sufficient), Naoma may list Customer’s name and logo on Naoma’s website and marketing materials. Customer may use “Powered by Naoma AI” in its own marketing; Naoma may provide guidelines. 

19. DMCA Policy

If you believe content available via the Service infringes copyright, please send a notice to: DMCA Agent, Naoma AI Inc., 1007 N Orange St., 4th Floor, Wilmington, DE 19801, USA; dmca@naoma.ai with required details under 17 U.S.C. §512(c)(3).

20. Notices; Assignment; Miscellaneous

20.1 Notices. Naoma may provide notices via email to the address on file, via in-product messaging, or by posting on our site. Customer notices to Naoma must be sent to legal@naoma.ai and Naoma AI Inc., Attn: Legal, 1007 N Orange St., 4th Floor, Wilmington, DE 19801, USA.

20.2 Assignment. Customer may not assign these Terms without Naoma’s prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, with notice. Naoma may assign these Terms to an affiliate or successor.

20.3 Entire Agreement; Order of Precedence. These Terms, the Order Form, the Privacy Policy, and any DPA constitute the entire agreement and supersede prior agreements regarding the subject matter. In case of conflict, the Order Form controls, then the DPA (as to data processing), then these Terms.

20.4 Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder remains in effect. Failure to enforce a provision is not a waiver.

20.5 Force Majeure. Neither party is liable for delays or failures due to causes beyond its reasonable control (excluding payment obligations).

20.6 Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. No third-party beneficiaries are intended, except for indemnitees under Section 12.

21. Contact

Questions? info@naoma.ai or Naoma AI Inc., 3932, 1007 N Orange St. 4th Floor, Wilmington, DE, New Castle, US, 19801