Terms and Conditions

1. Company Information

Noir Stack LLC
Commonwealth of Virginia, United States

Legal contact: legal@noirstack.com

2. Eligibility and Authority

The Services are available only to:

• Individuals at least eighteen (18) years of age
• Entities legally authorized to enter binding agreements
• Organizations operating in compliance with U.S. and Virginia law

If accepting these Terms on behalf of an entity, the individual represents that they possess authority to bind that entity.

3. Description of Services

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

• AI governance and policy enforcement systems
• Compliance automation and audit tooling
• OSINT ingestion and signal orchestration platforms
• API-accessible analytic engines
• Multi-tenant SaaS deployments
• Self-hosted and hybrid infrastructure offerings
• Zero-trust enforcement layers
• Deterministic orchestration pipelines

The Company may modify, upgrade, suspend, or discontinue portions of the Services at its discretion.

4. Multi-Tenant Architecture and Isolation

Where applicable, the Services operate in a logically segregated, multi-tenant environment.

The Company implements controls designed to ensure:

• Logical isolation of tenant data
• Role-based access control (RBAC)
• Cryptographic safeguards in transit and at rest
• Environment segmentation consistent with zero-trust principles

Customers are responsible for proper configuration of roles and access controls within their tenant environment.

5. Enterprise and Government Customers

If Services are provided to a U.S. government entity or contractor:

• Services are provided as "Commercial Items" under FAR 2.101
• All software is provided with restricted rights consistent with FAR 12.212 and DFARS 227.7202
• No rights are granted beyond those expressly stated in these Terms

Additional contractual terms may apply under separately executed agreements.

6. Account Registration and Security

Users must:

• Provide accurate registration information
• Maintain credential confidentiality
• Use strong authentication mechanisms where supported
• Promptly notify the Company of suspected compromise

The Company reserves the right to suspend accounts posing security risk.

7. Subscription and Payment Terms

Paid Services are subject to subscription fees.

• Fees are billed in advance unless otherwise agreed
• All payments are non-refundable except as required by law
• Failure to pay may result in suspension
• Enterprise pricing is governed by executed Order Forms

Taxes are the responsibility of the Customer unless exemption documentation is provided.

8. Acceptable Use Policy

Users shall not:

• Violate federal, state, or international law
• Interfere with platform security controls
• Attempt to reverse engineer proprietary systems
• Circumvent zero-trust enforcement layers
• Use Services for unlawful surveillance, harassment, or exploitation
• Deploy the Services to violate export controls

The Company may investigate and take corrective action, including termination.

9. API and Developer Terms

If accessing via API:

• API keys must be secured and not embedded in public repositories
• Rate limits must be respected
• Automated scraping outside authorized interfaces is prohibited
• Abuse of endpoints may result in throttling or revocation

The Company may update API versions and deprecate endpoints with reasonable notice.

10. Data Ownership and Processing

Customer retains ownership of all submitted data.

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

• Process data for Service delivery
• Maintain system integrity
• Perform security monitoring
• Generate aggregated, anonymized analytics

The Company does not sell Customer data.

11. Security Controls and SOC 2 Alignment

The Company maintains administrative, technical, and physical safeguards aligned with industry frameworks, including principles consistent with:

• SOC 2 Trust Services Criteria
• Access control enforcement
• Audit logging and monitoring
• Change management governance
• Incident response procedures

Security documentation may be provided under NDA upon request.

No system guarantees absolute security.

12. AI-Specific Terms

The Services may include AI-generated output.

Customer acknowledges:

• AI outputs are probabilistic
• Outputs may contain inaccuracies
• AI systems require human oversight
• Outputs do not constitute legal, medical, financial, or professional advice

Customer assumes responsibility for reviewing and validating AI outputs prior to reliance.

The Company disclaims liability for decisions made based on AI-generated content.

13. Confidentiality

Each party agrees to protect confidential information disclosed in connection with Services.

Confidential information excludes information that:

• Is publicly available
• Was known prior to disclosure
• Is independently developed
• Is disclosed under legal obligation

14. Intellectual Property

All software, models, orchestration logic, documentation, branding, and infrastructure remain the exclusive property of Noir Stack LLC.

No ownership rights are transferred.

Except where explicitly authorized, reproduction, redistribution, or derivative works are prohibited.

15. Export Compliance and Sanctions

Customer agrees to comply with:

• U.S. Export Administration Regulations (EAR)
• OFAC sanctions programs
• All applicable trade control laws

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

16. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE MAXIMUM EXTENT PERMITTED UNDER VIRGINIA LAW:

• ALL IMPLIED WARRANTIES ARE DISCLAIMED
• NO GUARANTEE OF UNINTERRUPTED OPERATION IS PROVIDED
• NO GUARANTEE OF ERROR-FREE PERFORMANCE IS PROVIDED

17. Limitation of Liability

To the fullest extent permitted under the laws of the Commonwealth of Virginia:

• The Company is not liable for indirect, incidental, or consequential damages
• Total liability shall not exceed the greater of:
  • Fees paid in the preceding twelve (12) months
  • $1,000 USD

Nothing limits liability where prohibited by law.

18. Indemnification

Customer agrees to indemnify and hold harmless Noir Stack LLC and its officers, members, and employees from claims arising from:

• Customer misuse
• Regulatory violations
• Data provided by Customer
• Third-party claims caused by Customer conduct

19. Termination

The Company may suspend or terminate access:

• For breach of Terms
• For security risk
• For non-payment
• For legal compliance reasons

Upon termination, access ceases immediately.

20. Governing Law and Venue

These Terms are governed by the laws of the Commonwealth of Virginia.

Exclusive jurisdiction lies in state or federal courts located in Virginia.

21. Arbitration (Optional Provision)

At the Company's election, disputes may be resolved through binding arbitration conducted in Virginia under the rules of the American Arbitration Association.

22. Force Majeure

The Company is not liable for delays caused by events beyond reasonable control, including:

• Natural disasters
• Infrastructure outages
• Government action
• Cyber incidents

23. Changes to Terms

The Company may revise these Terms at any time.

Continued use constitutes acceptance of revised Terms.

24. Entire Agreement

These Terms, together with applicable Order Forms and the Privacy Policy, constitute the entire agreement between the parties.