Terms of Service Agreement | Privacy policy | Signing | Software IP

1. Definitions

• “The Company”: Refers to the legal entity providing the services, whether National Intel LLC, National Intel, or any other entity hosting this Agreement. The Company includes its employees, contractors, agents, affiliates, and partners. The term “The Company” encompasses any future entities established under similar operating structures that provide related services.
• “The Website”: Refers to the official website of The Company, including but not limited to NationalIntel.com, or any other domain associated with The Company. The Website also includes any client portals, dashboards, or interactive services provided to the Customer for managing services.
• “Services”: Refers to all products and services provided by The Company, including but not limited to the following:
  • Software as a Service (SaaS)
  • AI and Machine Learning Services: This includes but is not limited to AI model localization, natural language processing (NLP) configuration, model training, algorithm production, automation configuration, and any custom ML tools developed for the Customer.
  • Consulting Services: Strategic and technical consulting in areas of technology, digital transformation, and business operations.
  • Data Services: Including, but not limited to, data analytics, SEO, marketing services, algorithm-driven decision support, automation, and other data-oriented services.
  • Intellectual Property (IP) Services: This includes premium IP publishing policies, legal IP representation, online branding facilitation, identity services for archetypal targeting, and the production of branded materials.
  • Digital and Virtual Assets: Encompasses all digital products and virtual assets such as databases, software licenses, configuration files, algorithms, proprietary code, and frameworks delivered as part of the services.
  • Future Services: This includes any new services that may be developed and offered by The Company in response to market demands or technological advancements.
• The Services may be further defined or amended in the future without prior notice, with updates available on The Website.
• “Customer”: Any individual, company, or legal entity that enters into this Agreement with The Company. The Customer assumes full responsibility for its legal compliance with applicable laws, such as intellectual property regulations, data privacy laws (e.g., GDPR, CCPA), and any other local or international regulations affecting the provision or receipt of services.
• “Data Services”: Encompasses any data-related services provided by The Company, including but not limited to SEO, marketing, analytics, ML model training, and automation configurations. This term is designed to align these services with SaaS for broader coverage.
• “Virtual Assets”: Any digital or non-tangible assets, including but not limited to domains, software licenses, databases, configuration files, proprietary tools, algorithms, frameworks, and other virtual deliverables. Virtual Assets are owned and controlled by The Company unless otherwise specified in writing.
• “Non-Refundable”: A term describing any payment made by the Customer to The Company for which no refund will be given, regardless of circumstances, except as stipulated under service credits.
• “Downtime”: Any period during which the Services or Virtual Assets are unavailable to the Customer, including scheduled maintenance, unscheduled service interruptions, or force majeure events.
• “Service Credits”: Compensation provided in the form of credits in rare cases, solely at the discretion of The Company, and may be rendered in the event of service disruptions, provided conditions are met. The value of service credits shall not exceed one month of service, and service credits shall be the sole and exclusive remedy for any service-related claims.
• “Confidential Information”: Any non-public, proprietary information disclosed by either party to the other that is designated as confidential or which a reasonable person would understand to be confidential given the circumstances of disclosure.
• “Work Product”: All proprietary tools, software, algorithms, frameworks, content, and other creative work developed by The Company in the course of providing services to the Customer. Work Product remains the exclusive property of The Company, even when customized or tailored for the Customer’s use.
• “Publishing Requests”: Any formal request made by the Customer to The Company for publishing or making public any materials, data, or assets on behalf of the Customer. The Company shall not act on any publishing requests unless explicitly submitted in writing by the Customer.
• “Compliance Obligations”: The Customer assumes all responsibility for compliance with local and international laws, including but not limited to intellectual property rights, data privacy regulations, content publishing laws, and advertising standards. The Company is not liable for any legal disputes arising from the Customer’s failure to comply with such laws.

2. Service Performance Expectations

2.1 No Guaranteed Results

• A particular search engine ranking or sustained position (for SEO or marketing services);
• A specific improvement in business performance, operational efficiency, or other financial results (for consulting and AI services);
• Accuracy or consistency in predictions, outcomes, or data-driven recommendations (for machine learning, algorithm production, or other AI services);
• Service uptime or performance levels above industry standards (for SaaS services), except as specifically stated in any Service Level Agreement (SLA).

2.2 Exclusion of External Factors

• Changes in search engine algorithms, market conditions, third-party software or hardware providers, internet service providers, or cloud infrastructure.
• Government regulations, compliance requirements, or data privacy law changes.
• Economic or market disruptions affecting business operations, demand, or consumer behavior.

2.3 Services Provided “As Is”

2.4 Customer Responsibilities

• Ensuring that any data, content, or materials provided to The Company are accurate, lawful, and in compliance with all applicable laws (including data protection, intellectual property, and advertising regulations).
• Implementing recommendations or deliverables provided by The Company (e.g., SEO strategies, AI models, operational changes) at its own risk. The Company does not guarantee that the Customer’s implementation will yield the desired results.
• The Customer must also maintain its own backups of any data or materials provided to The Company for the delivery of services. The Company will not be liable for any loss of Customer data under any circumstances, except as specifically provided in a written agreement.

2.5 Third-Party Dependencies

2.6 No Guarantees for AI or Algorithmic Services

• Algorithmic results are subject to the quality of input data and external variables, and outcomes may not always align with expected or desired results.
• Any decisions or actions taken based on AI outputs or algorithmic insights are solely the Customer’s responsibility, and The Company bears no liability for errors, omissions, or misinterpretations in such outputs.

2.7 Best Efforts & Industry Standards

2.8 Limitation on Remedies

3. Client Obligations & Cooperation

3.1 Timely Provision of Information & Materials

• Consequences of Delayed Cooperation: If the Customer fails to provide necessary materials within agreed timeframes, The Company reserves the right to suspend or delay Services without penalty. In cases of prolonged delays, The Company may terminate the Agreement or charge additional fees for the resumption of work.
• Responsibility for Data Accuracy: The Customer is solely responsible for ensuring that all data, content, and information provided to The Company are accurate, complete, and up to date. The Company is not liable for any errors, inaccuracies, or damages resulting from the Customer’s failure to provide accurate information.

3.2 Approval of Deliverables

• No Revisions Without Written Approval: The Customer must submit any requests for revisions in writing, clearly outlining the requested changes. The Company will not proceed with any revisions unless formally requested and agreed upon in writing.

3.3 Customer-Provided Content & Compliance

• Complies with all applicable laws, regulations, and intellectual property rights.
• Does not infringe on the rights of any third party.
• Is free from malware, viruses, or any harmful code.

3.4 Communication Requirements

• Change of Contact: The Customer must notify The Company in writing of any changes to the primary contact. The Company will not be liable for delays or miscommunication if the Customer fails to promptly update contact information.

3.5 Compliance with Legal Obligations

• Data Privacy and Protection Laws: The Customer is solely responsible for ensuring compliance with relevant data privacy laws (such as GDPR, CCPA) when using The Company’s Services.
• Intellectual Property Laws: The Customer must ensure that any content or data provided to The Company complies with intellectual property laws. The Company will not be held liable for any claims related to copyright infringement or misuse of intellectual property.

3.6 Customer’s Obligation to Inform

• Failure to Submit Requests: If the Customer fails to inform The Company of necessary publishing requests or any other requirements for specific services, The Company will not be held responsible for delays or omissions, and no refund or service credit will be provided.

3.7 Security & Backup Obligations

• Customer’s Backup Responsibility: While The Company may assist in certain data management functions, the Customer is solely responsible for maintaining backups of any data or content provided to The Company. The Company is not liable for any data loss resulting from the Customer’s failure to maintain backups.

3.8 Payments & Financial Obligations

4. Data Ownership and Intellectual Property Rights

4.1 Ownership of Customer Data

• Customer Data: The Customer is solely responsible for the accuracy, legality, and appropriateness of all data provided to The Company. The Company assumes no responsibility for verifying the legality or ownership of such data.
• Third-Party Data: If the Customer provides data or content that includes third-party intellectual property or proprietary information, the Customer must ensure it has the necessary rights and permissions to use and share that data with The Company.

4.2 Ownership of Work Product and Intellectual Property

• Work Product: The Customer acknowledges that any deliverables provided by The Company (e.g., reports, models, algorithms, branding materials) are the result of proprietary tools and methodologies. Even after termination of this Agreement, The Company retains full ownership of all intellectual property used to create these deliverables. The Customer may use the deliverables solely for internal business purposes, subject to compliance with the terms of this Agreement.
• Proprietary Technologies: Any proprietary technology developed by The Company (including but not limited to AI models, ML algorithms, data frameworks, automation tools, or branded designs) remains the exclusive property of The Company. The Customer is granted a limited, non-transferable license to use these technologies only for the duration of this Agreement.

4.3 Post-Termination Usage Restrictions

• Unauthorized Use: If the Customer continues to use proprietary technologies, tools, or algorithms developed by The Company post-termination, The Company reserves the right to claim compensation. Compensation may include, but is not limited to, a revenue-sharing model in which The Company receives no less than 15% and no more than 50% of the Customer’s monthly revenue derived from the use of The Company’s proprietary tools.
• Removal of Proprietary Tools: Upon termination, The Company reserves the right to remove or disable any proprietary technologies provided to the Customer, including algorithms, configurations, software, or other virtual assets. The Company shall not be liable for any disruptions to the Customer’s operations caused by the removal of such tools.

4.4 Intellectual Property Created During Service

• Limited License to Use: The Customer is granted a limited, revocable, non-exclusive, and non-transferable license to use such intellectual property during the course of this Agreement. This license is for the Customer’s internal business purposes only and may not be sublicensed or transferred to any third parties without the prior written consent of The Company.

4.5 Prohibited Use of Intellectual Property

• No Transfer of Ownership: Nothing in this Agreement shall be construed as transferring ownership of any proprietary technologies, intellectual property, or deliverables from The Company to the Customer, unless explicitly agreed to in a signed, written agreement.

4.6 Protection of Customer Intellectual Property

5. Non-Solicitation of Employees and Contractors

5.1 Non-Solicitation Clause

• Scope of Restriction: This non-solicitation clause applies globally, across all markets where The Company operates, regardless of jurisdiction or location of the individual.
• Indirect Solicitation: This restriction extends to any indirect solicitation, where the Customer, through an affiliate, business partner, vendor, or third-party agent, attempts to engage, contract with, or hire any of The Company’s employees or contractors.
• Involvement in Services: This restriction applies to any individuals who were involved in or had access to information, tools, processes, or proprietary knowledge related to the Customer’s project, regardless of their formal job title or role.

5.2 Penalty for Breach of Non-Solicitation

• Damages for Knowledge Transfer: In cases where an employee or contractor with significant access to proprietary tools, processes, or trade secrets is hired by the Customer, The Company reserves the right to claim additional damages based on the value of proprietary knowledge transferred, including any business losses caused by the breach.
• Additional Remedies: In addition to the financial penalty, The Company reserves the right to seek injunctive relief, liquidated damages, or pursue additional legal remedies if the breach results in loss of intellectual property, trade secrets, or other critical assets. The Company shall be entitled to recover reasonable legal fees and costs associated with enforcing this clause.

5.3 Extended Non-Solicitation for Key Personnel

5.4 Exception for Mutual Agreement

• Recruitment Fee: The recruitment fee shall be no less than 100% of the employee’s or contractor’s annual salary or service fees during their engagement with The Company and will cover recruitment, training, and operational costs incurred by The Company.

5.5 Non-Circumvention Clause

• Prohibited Circumvention Tactics: This includes, but is not limited to:
  • Referring employees or contractors to third-party entities with the intention of later engaging them through those entities.
  • Contracting with any company, vendor, or affiliate that employs or contracts with the same individuals, with the intention of retaining their services indirectly.
• Breach of Non-Circumvention: Any breach of this clause will result in the same penalties outlined in Section 5.2 and may subject the Customer to further legal action, including injunctive relief.

5.6 Confidentiality of Personnel

• Violation of Personnel Confidentiality: If the Customer breaches this confidentiality provision and such disclosure leads to the solicitation or engagement of The Company’s personnel by third parties, The Company reserves the right to seek damages and injunctive relief to mitigate the harm caused.

5.7 Expanded Protection for Intellectual Capital

• Remedies for Intellectual Capital Theft: In addition to the financial penalties described above, The Company reserves the right to seek additional compensation for any misappropriation or transfer of intellectual capital, trade secrets, or proprietary methodologies that occur as a result of soliciting or hiring its employees or contractors.

5.8 Non-Exclusivity & Freedom to Operate

• No Obligation to Maintain Exclusivity: By entering into this Agreement, the Customer expressly waives any claim or cause of action based on exclusivity, preferential treatment, or any expectation that The Company will refrain from engaging directly with any third parties, including those that the Customer may have a contractual relationship with (e.g., CamTronics’ exclusive deal with Mopec).
• Freedom to Engage in Future Business Relationships: The Company may, at its sole discretion, enter into agreements or business dealings with any third-party entity, regardless of any pre-existing or exclusive agreements between the Customer and such third parties. The Company’s decision to form direct business relationships with these entities shall not constitute a breach of this Agreement, nor shall it give rise to any claim of tortious interference, breach of contract, or unfair competition by the Customer.
• Limitation of Claims: The Customer acknowledges that by signing this Agreement, they waive any right to pursue legal action or claims against The Company for any business dealings The Company undertakes with third-party entities, including any allegations of contractual interference or breach of exclusivity. This clause is intended to safeguard The Company’s ability to expand its business and pursue greater opportunities, even if such opportunities involve entities the Customer has prior or exclusive dealings with.
• Benefit of Equal or Greater Opportunity: If The Company determines that entering into a direct agreement with a third party will provide equal or greater business benefits than the current arrangement with the Customer, The Company reserves the right to pursue such opportunities, provided the services being rendered to the Customer are not directly undermined or impacted.

6. Payment Terms & Retainers

6.1 Payment Methods & Billing Cycle

• Automatic Billing: Payments will be automatically processed according to the billing cycle set forth in the Service Agreement or Statement of Work. The Customer acknowledges that failure to update payment information may result in delays or suspension of Services.
• Invoice Schedule: For project-based engagements, invoices will be issued according to the milestone schedule outlined in the Service Agreement. For ongoing or retainer-based Services, invoices will be issued monthly in advance unless otherwise specified.
• Non-Refundable Payments: All payments made to The Company are non-refundable unless explicitly stated in this Agreement or in a written amendment. Once Services are rendered or resources are allocated, no refunds will be provided under any circumstances.

6.2 Retainers

• Retainer Payments: Retainer payments are due at the beginning of each billing cycle and must be paid in advance. The retainer guarantees access to The Company’s resources for the duration of the billing period.
• No Roll-Over of Services: Any unused time, hours, or resources in a given billing cycle do not roll over to the next billing period unless explicitly agreed upon in writing by The Company.

6.3 Late Payments & Fees

• Late Fee: A late fee of 1.5% per month (or the highest amount permissible by law, whichever is less) will be applied to any outstanding balance not paid within ten (10) business days of the invoice due date.
• Suspension of Services: If the Customer fails to remit payment within twenty (20) business days of the due date, The Company reserves the right to suspend Services without further notice until payment is received. The Company shall not be held liable for any damages or losses incurred by the Customer as a result of service suspension due to non-payment.
• Reinstatement Fee: In the event of service suspension due to non-payment, the Customer will be required to pay a reinstatement fee of $500 or 10% of the outstanding balance, whichever is greater, to reactivate the Services.

6.4 Chargebacks & Dispute Prevention

• Dispute Resolution Process: If the Customer believes they have been incorrectly charged or there is an issue with billing, the Customer must submit a formal dispute in writing to The Company within thirty (30) days of the billing date. The Company will have thirty (30) days to investigate the matter and provide a resolution.
• Waiver of Chargeback Rights: The Customer expressly waives the right to initiate a chargeback through their financial institution while the dispute is under investigation by The Company. Chargebacks initiated without completing the dispute resolution process will be considered a breach of this Agreement.
• Penalties for Fraudulent Chargebacks: If a chargeback is initiated in violation of this clause and the chargeback is found to be fraudulent or without merit, the Customer agrees to pay The Company an administrative fee of $1,000 in addition to the original amount owed. The Customer shall also be responsible for all legal fees, administrative costs, and any other expenses incurred by The Company in recovering the funds.

6.5 Payment Obligations During Disputes

6.6 Service Suspension & Termination for Non-Payment

• Service Suspension: Service suspension due to non-payment shall not relieve the Customer of its obligation to pay for the Services rendered prior to suspension. The Customer shall remain liable for any outstanding balance, including late fees and reinstatement fees.
• Service Termination: If the outstanding balance remains unpaid for more than thirty (30) business days, The Company reserves the right to terminate the Agreement and pursue legal remedies to recover the outstanding balance, including late fees, reinstatement fees, and legal costs.
• Destruction of Data and Materials: Upon termination of Services due to non-payment, The Company reserves the right to destroy or remove any data, materials, or assets provided to or developed by The Company during the term of the Agreement. The Company is not responsible for retaining any data post-termination unless legally required.

6.7 No Refunds for Terminated Services

7. Client-Generated Content and Legal Compliance

7.1 Responsibility for Legal Compliance

• Intellectual Property Rights: The Customer warrants that all content provided does not infringe on the intellectual property rights of any third party, including copyright, trademark, patent, or trade secret laws. The Customer must obtain any necessary licenses, permissions, or rights to use third-party content before providing it to The Company.
• Data Privacy and Protection Laws: The Customer is responsible for ensuring that all data shared with The Company complies with applicable data privacy regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant data protection laws. The Company assumes no liability for breaches of data protection laws resulting from the Customer’s failure to comply with these regulations.
• Content Laws: The Customer must ensure that the content provided does not violate any laws regarding defamation, obscenity, hate speech, harassment, privacy, or any other regulatory restrictions in the applicable jurisdiction.

7.2 Intellectual Property Claims

• Infringing Content: If any content provided by the Customer is found to infringe upon the intellectual property rights of a third party, the Customer agrees to promptly remove, modify, or replace the infringing content at their own expense. The Company reserves the right to suspend the use of any infringing content until the issue is resolved.

7.3 Indemnification for Legal Violations

• Violation of Laws: Any legal claims arising from the violation of intellectual property laws, data protection regulations, or content laws as a result of the Customer’s content.
• Defamation, Libel, or Slander: Any legal claims related to defamatory or misleading content provided by the Customer.
• Breach of Contract: Any breach of this Agreement by the Customer, including failure to comply with the content and compliance obligations set forth in this section.

7.4 Customer’s Obligation to Ensure Content Accuracy

• Consequences of Inaccurate Content: The Customer acknowledges that any errors, omissions, or inaccuracies in the content provided may affect the outcome or performance of the Services. The Company will not be held responsible for any negative impact resulting from the use of inaccurate or incomplete content.

7.5 Customer-Generated Content for Data Services

• SEO and Marketing Compliance: All data and materials provided for SEO or marketing services comply with advertising standards, search engine policies, and relevant consumer protection laws.
• Analytics Data: Any data provided for analytics, reporting, or algorithmic purposes is accurate, timely, and complete. The Company is not responsible for inaccurate reporting or analytics results due to incorrect or outdated data provided by the Customer.

7.6 Prohibited Content

• Contains viruses, malware, spyware, or any other malicious code;
• Is unlawful, harmful, abusive, defamatory, or otherwise objectionable;
• Violates the rights of any third party, including intellectual property rights, privacy rights, or publicity rights;
• Engages in or promotes any form of harassment, hate speech, or discrimination.

7.7 Removal of Unlawful or Harmful Content

• Notice of Content Removal: In the event that The Company removes content provided by the Customer, The Company will provide notice to the Customer with a reason for the removal and may allow the Customer to provide substitute content.

7.8 Customer’s Responsibility to Notify for IP Publishing

• Failure to Notify: If the Customer fails to notify The Company of any specific IP publishing requirements, The Company will not be held liable for delays, errors, or omissions related to the publishing of such content. No refunds or service credits will be issued in such cases.

8. Disclaimers for Data Services

8.1 Best-Effort Basis

• Algorithm Changes: Search engine algorithms (e.g., Google, Bing) and social media algorithms (e.g., Facebook, Instagram) are frequently updated. The Company has no control over these changes and cannot guarantee specific ranking results, traffic levels, engagement rates, or conversion outcomes.
• Market Conditions: The Customer acknowledges that shifts in market conditions, competitor behavior, and consumer preferences can impact the effectiveness of SEO, marketing, and analytics services. The Company is not responsible for any adverse impacts resulting from these market dynamics.
• Third-Party Platforms: Data services often depend on third-party platforms (e.g., advertising networks, social media platforms, analytics tools). The Company cannot be held responsible for interruptions, downtime, or changes in these platforms that affect the delivery or results of services.

8.2 No Guarantees for SEO & Marketing Services

• Unpredictable Nature of SEO: SEO results can vary widely based on external factors, including search engine algorithm updates, competitor actions, and the quality of the Customer’s website and content. The Company does not guarantee any particular ranking or sustained position on search engine results pages (SERPs).
• Marketing Campaigns: The effectiveness of marketing campaigns, including digital advertising, content marketing, and social media marketing, depends on user behavior, platform algorithms, and market trends. The Company will not be liable for the performance of any marketing campaign.

8.3 No Guarantees for Data Analytics & Insights

• Data Quality: The quality of insights or analytics provided depends on the accuracy and completeness of the data supplied by the Customer. If the Customer provides incomplete or inaccurate data, The Company is not responsible for any inaccuracies in the analytics or recommendations derived from that data.
• Predictive Accuracy: Predictive models and data-driven insights are subject to external variables, and while The Company uses best practices to create these models, there are no guarantees of accuracy or success in real-world applications.

8.4 External Dependencies

• Search Engines: (e.g., Google, Bing, Yahoo) for SEO and paid search services.
• Social Media Platforms: (e.g., Facebook, Instagram, Twitter, LinkedIn) for social media marketing and engagement.
• Advertising Networks: (e.g., Google Ads, Facebook Ads) for digital advertising campaigns.
• Analytics Tools: (e.g., Google Analytics, Adobe Analytics) for data collection and reporting.

8.5 Customer’s Responsibility for Implementation

• Failure to Implement Recommendations: The Customer’s failure to implement or act upon recommendations or insights provided by The Company may result in suboptimal results. The Company is not responsible for any outcomes if its strategies or recommendations are not fully or accurately implemented.
• Delays in Implementation: Delays in executing the strategies or recommendations provided by The Company may adversely affect the results of data services. The Company will not be liable for any negative impacts caused by delayed action on the Customer’s part.

8.6 Service Interruption and Downtime

• Downtime on Third-Party Platforms: Any downtime or service disruptions caused by third-party platforms, tools, or vendors.
• Scheduled Maintenance: The Company may periodically perform maintenance on its systems or third-party systems used to provide data services. The Customer will be notified in advance of any scheduled maintenance that could affect service availability.

8.7 Limitation of Remedies for Data Services

9. Confidentiality and Non-Disclosure

9.1 Definition of Confidential Information

• Related to the disclosing party’s business, clients, suppliers, products, services, finances, technology, intellectual property, processes, or plans;
• Proprietary software, algorithms, trade secrets, or methodologies developed by National Intel;
• Data provided by the Customer for the purposes of delivering the Services, including proprietary customer data, personal data, and analytics data;
• Any information that a reasonable person would understand to be confidential or proprietary given the nature of the information or the circumstances surrounding its disclosure.

9.2 Obligations of Confidentiality

• Non-Disclosure: Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as expressly allowed by this Agreement;
• Restricted Use: Use the Confidential Information solely for the purpose of fulfilling their obligations under this Agreement and not for any other purpose (e.g., competitive analysis, reverse engineering, or personal gain);
• Safeguarding Information: Implement appropriate security measures to protect Confidential Information from unauthorized access, use, disclosure, or alteration. Both parties agree to use at least the same level of care (but no less than a reasonable level of care) to protect Confidential Information as they would use to protect their own proprietary information.

9.3 Exclusions from Confidential Information

• Is already known to the receiving party at the time of disclosure without obligation of confidentiality;
• Becomes publicly available through no fault of the receiving party;
• Is lawfully obtained by the receiving party from a third party without obligation of confidentiality;
• Is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information;
• Is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt notice to the disclosing party to allow for a protective order or other remedy.

9.4 Duration of Confidentiality Obligations

• Trade Secret Protection: Notwithstanding the seven-year duration, any Confidential Information that qualifies as a trade secret under applicable law shall be protected indefinitely, or until such information no longer qualifies as a trade secret.

9.5 Permitted Disclosures

• Such individuals are bound by confidentiality obligations at least as restrictive as those contained in this Agreement;
• The disclosing party assumes full responsibility for any breach of confidentiality by these individuals.

9.6 Data Privacy and Protection

• Customer Data: National Intel agrees to handle the Customer’s data in accordance with its Data Privacy Policy and industry best practices. However, National Intel’s liability in relation to Customer data breaches shall be strictly limited to cases of direct misconduct or willful negligence and shall not exceed $180 in total.
• Data Retention and Destruction: Upon termination of this Agreement, National Intel agrees to either destroy or return any Confidential Information, including personal data, in accordance with its standard data handling protocols, unless legally required to retain such data.
  • Sensitive Data Destruction: For certain confidential projects where data security and safety are paramount, National Intel reserves the right to destroy data according to its default protocols. In such cases, National Intel cannot return data once it has been destroyed.
  • Storage Fees: Data destruction may also occur to avoid incurring long-term storage fees. If the Customer would like National Intel to retain the data, the Customer must provide an authorized letter requesting absolute storage prior to the scheduled destruction. Upon submission of this request, the Customer agrees to pay a one-time fee of $1,599, which will secure indefinite storage of the specified data.
  • No Recovery Post-Destruction: Once data has been destroyed per these protocols, it cannot be recovered, and National Intel will not be held responsible for retaining or reproducing such data.
• Backups & Redundancies: Any backup services or data redundancy provided by National Intel beyond those expressly agreed upon in the scope of services are offered strictly as a courtesy. Such courtesy backups or redundancies are not to be relied upon for any operational or legal purposes, and National Intel assumes no responsibility or liability for their accuracy or availability.

9.7 Liquidated Damages and Penalties

• Liquidated Damages: In the event of a confidentiality breach, the breaching party will be liable for liquidated damages in the amount of $2,000, which represents a reasonable estimation of the damage caused.
• Service Evacuation Penalty: Should the Customer wish to terminate services following a breach, the penalty shall be $6,000 as compensation for damages and losses associated with the termination.
• Exclusion of Indirect Damages: National Intel shall not be liable for any indirect, incidental, special, punitive, or consequential damages arising from a breach of confidentiality, including loss of profits, business interruption, or reputational harm.

9.8 Remedies for Breach of Confidentiality

• Injunctive Relief: Both parties agree that a breach of confidentiality may result in irreparable harm for which monetary damages may not be sufficient. As such, the non-breaching party may seek injunctive relief to prevent further disclosure or misuse of Confidential Information.
• Monetary Damages: If applicable, the non-breaching party may seek monetary damages, limited to direct damages capped at the amounts specified in this Agreement. The breaching party shall also be responsible for reasonable legal fees and costs incurred by the non-breaching party in enforcing this provision.

9.9 Notification of Potential Breach

9.10 Non-Disclosure of Agreement Terms

9.11 Public Announcements

10. Limitation of Liability

10.1 Maximum Liability

• One (1) to Three (3) Months of Service Fees: The total amount paid by the Customer to National Intel for services rendered in the last one (1) to three (3) months, depending on the nature of the claim and subject to an investigation period of thirty (30) days, during which National Intel will determine the applicable liability cap.

10.2 Exclusion of Indirect and Consequential Damages

• Loss of profits,
• Loss of business or business interruption,
• Loss of data or data corruption,
• Loss of goodwill, reputation, or anticipated revenue.

10.3 Service Credits and Remedy Limitations

10.4 Cap on Liability for Data Breaches

10.5 Exclusion of Liability for Third-Party Failures

• Third-Party Software and Platforms: National Intel makes use of third-party platforms and software for the provision of services. National Intel disclaims any liability for downtime, outages, bugs, or performance issues related to these platforms that may affect the Customer’s use of National Intel’s services.

10.6 No Liability for Unauthorized Access or Use

10.7 Acknowledgment of Risk

10.8 No Waiver

10.9 Severability of Limitation of Liability

10.10 Arbitration of Disputes

10.11 Liquidated Damages for Breach

10.12 No Further Liability

10.13 Legal Precedent

10.14 No Class Actions

10.15 No Double Recovery

10.16 Force Majeure

10.17 Duty to Mitigate

10.18 No Implied Warranties

11. Service Level Agreements (SLAs) and Credits

11.1 Service Levels

• Uptime Calculations: Uptime shall be calculated by dividing the number of minutes the service was available by the total number of minutes in the applicable calendar month, excluding any scheduled downtime or force majeure events.
• Service Monitoring: National Intel will monitor its systems and services 24/7 to ensure uptime and functionality. However, the Customer acknowledges that National Intel may not be able to predict or prevent all disruptions, particularly those caused by third-party providers or external factors.

11.2 Scheduled Maintenance

• Maintenance Notification: National Intel will notify the Customer of scheduled maintenance at least 48 hours in advance via email or through the client portal. The Customer acknowledges that service credits will not be issued for any downtime that occurs as a result of scheduled maintenance.

11.3 Service Credits as Sole Remedy

• Service Credit Calculation: Service credits will be calculated based on the percentage of downtime exceeding the 99.5% uptime guarantee. For each additional 0.1% of downtime beyond this threshold, National Intel will issue a service credit equal to 5% of the monthly service fee.
• Cap on Service Credits: The total service credits issued in any given month shall not exceed the value of one (1) month of service fees.
• No Double Recovery: The Customer acknowledges that service credits are the sole remedy for any service failures, and National Intel shall not be liable for both service credits and other remedies (including liquidated damages) for the same incident.

11.4 Exclusions from Service Credits

• Scheduled maintenance (as outlined in Section 11.2);
• Issues or downtime caused by third-party platforms or providers;
• Force majeure events (including natural disasters, cyberattacks, or widespread internet outages);
• Customer’s failure to implement recommendations or provide necessary information or access to systems;
• Service interruptions caused by misuse, abuse, or unauthorized use of the services by the Customer;
• Customer-generated downtime resulting from unauthorized changes to configurations, excessive use of resources, or failure to adhere to National Intel’s guidelines.

11.5 Reporting Downtime and Claiming Service Credits

• Review and Issuance: National Intel will review the Customer’s claim and issue any applicable service credits within thirty (30) days after verifying the reported outage. If the Customer fails to report the downtime within the specified time frame, they forfeit their right to any service credits.

11.6 Customer’s Responsibilities for Service Functionality

11.7 Customer’s Responsibility for Data Backup

11.8 Customer’s Security Obligations

11.9 No Refunds for Service Failures

12. Indemnification

12.1 Misuse of Services

• Service Misuse: Any misuse, abuse, or unauthorized use of National Intel’s services by the Customer or its employees, contractors, agents, or affiliates, including but not limited to:
  • Unauthorized access or use of systems;
  • Violations of third-party rights or applicable laws in connection with the services;
  • Failure to adhere to National Intel’s security protocols or terms of use.

12.2 Third-Party Claims

• Third-Party Claims: Any third-party claims arising from the Customer’s use of National Intel’s services, including but not limited to:
  • Claims for infringement of intellectual property rights (e.g., patents, trademarks, copyrights);
  • Claims arising from the Customer’s breach of this Agreement or applicable laws;
  • Claims for damages related to unauthorized access to, or loss of, third-party data caused by the Customer’s failure to secure their systems or data.

12.3 Data Breaches and Confidentiality

• Confidentiality Breaches: Any claims, damages, or liabilities arising from the Customer’s failure to maintain the confidentiality of sensitive or proprietary data provided to them through National Intel’s services. This includes any third-party claims related to the Customer’s breach of confidentiality obligations under this Agreement.

12.4 Intellectual Property Misuse

• IP Infringement: Any claims or liabilities related to the misuse, infringement, or unauthorized use of National Intel’s intellectual property, proprietary tools, algorithms, or other technologies by the Customer.

12.5 Customer’s Conduct and Content

• Conduct and Content: Any claims arising from the Customer’s actions, including but not limited to:
  • The content they create, upload, store, or transmit through National Intel’s services;
  • Defamatory, offensive, or illegal conduct by the Customer or their representatives.

12.6 Costs of Indemnification

• Costs and Fees: The Customer agrees to cover all costs associated with any claims, lawsuits, or legal actions, including but not limited to:
  • Legal fees (including reasonable attorneys’ fees);
  • Settlements, judgments, or fines;
  • Costs associated with defending against third-party claims.

12.7 Procedure for Indemnification

• Notification: Promptly notify the Customer in writing of any claim for which indemnification is sought;
• Defense of Claims: Allow the Customer to control the defense and settlement of such claim, provided that:
  • The Customer conducts the defense diligently and in good faith;
  • National Intel retains the right to approve any settlement that would impose liability or obligations on National Intel;
  • National Intel may participate in the defense at its own expense.

12.8 No Limitation on Damages for Indemnification

13. Force Majeure

• Natural disasters (e.g., earthquakes, floods, hurricanes, fires);
• Acts of God;
• Acts of war, terrorism, or civil unrest;
• Epidemics, pandemics, or quarantines;
• Strikes, labor disputes, or industrial action;
• Cyberattacks, hacking, or unauthorized access to systems;
• Changes in law, regulation, or government mandates (including internet restrictions or changes to data privacy laws);
• Power outages, internet service disruptions, or other failures of telecommunications networks;
• Any other event or circumstance beyond the reasonable control of the party invoking this clause.

13.1 Impact of Force Majeure on Obligations

• Suspension of Obligations: Be entitled to suspend its obligations under this Agreement for the duration of the Force Majeure Event, without incurring any liability or penalties. The affected party must make reasonable efforts to resume performance as soon as the Force Majeure Event is resolved.
• Extension of Deadlines: Any deadlines for performance under this Agreement shall be automatically extended for a period equal to the duration of the Force Majeure Event, with no penalties or additional charges to either party.

13.2 Notification and Mitigation

• Notification: Notify the other party in writing of the Force Majeure Event as soon as reasonably practicable and provide details of the anticipated duration and impact on performance.
• Mitigation: Take all reasonable steps to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as possible.

13.3 Customer’s Obligations During Force Majeure

• Continue Payments: Continue making payments for any services that have been rendered or are still being provided during the Force Majeure Event;
• Mitigate Losses: Take reasonable steps to mitigate any losses or damages resulting from the Force Majeure Event.

13.4 No Liability for Damages

13.5 Termination Due to Prolonged Force Majeure

14. Governing Law and Jurisdiction

14.1 Exclusive Jurisdiction

14.2 Arbitration and Dispute Resolution

• Limitation of Discovery: Discovery shall be limited to the minimum necessary to resolve the dispute. The arbitrator shall not have the authority to award punitive or consequential damages. No appeal shall be permitted, except to confirm or enforce the award.
• Costs and Fees of Arbitration: The parties shall share the costs of arbitration equally, but each party shall bear its own legal fees and costs unless the arbitrator orders otherwise.
• Attorney’s Fees: The prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expenses from the non-prevailing party.

14.3 Waiver of Class and Collective Actions

14.4 Injunctive Relief

14.5 Choice of Language

14.6 Severability of Jurisdiction Provisions

15. Compliance with Laws

15.1 Compliance with Data Privacy Laws

• General Data Protection Regulation (GDPR) for customers and services operating in the European Union (EU);
• California Consumer Privacy Act (CCPA) for customers based in California;
• Data Protection Laws in Other Jurisdictions as applicable based on the geographical location of the Customer or services rendered.
• Customer’s Data Obligations: The Customer acknowledges that they are responsible for ensuring compliance with data privacy regulations with respect to any data they collect, process, or transmit through National Intel’s services. National Intel shall not be liable for any failure by the Customer to comply with such regulations.

15.2 Compliance with Export Control Laws

• Customer’s Responsibility: The Customer is solely responsible for determining whether the services provided under this Agreement are subject to export control restrictions and for obtaining any required licenses or approvals to comply with these regulations.

15.3 Legal and Regulatory Compliance

• Intellectual Property Laws: Ensuring that the Customer does not infringe any third-party intellectual property rights while using National Intel’s services.
• Consumer Protection Laws: Adhering to all applicable consumer protection laws in any jurisdiction where the Customer operates.

15.4 Consequences of Non-Compliance

15.5 Customer’s Indemnification for Legal Violations

15.6 Protection of Reputation and Compliance Monitoring

• Customer’s Responsibility: Should National Intel make such a determination, the Customer agrees to take immediate corrective actions as directed by National Intel. Failure to comply may result in suspension or termination of services, as outlined in Section 15.4.
• No Liability for Discretionary Decisions: National Intel shall not be liable for any claims or damages arising from its discretionary decisions to suspend or terminate services based on a compliance determination.

16. Amendment Procedures

16.1 Binding Effect of Amendments

16.2 Regular Updates and Customer Responsibility

16.3 Notification of Substantial Changes

16.4 No Obligation to Notify for Minor Updates

17. Entire Agreement

17.1 Complete Integration

17.2 No Reliance on Prior Understandings

17.3 No Implied Obligations

17.4 No Oral Modifications

17.5 Waiver of Claims for Extra-Contractual Representations

17.6 Exclusion of Third-Party Beneficiaries

17.7 No Ongoing Waivers

17.8 Interpretation in Favor of National Intel

18. Severability

18.1 Authority to Modify

18.2 Judicial Limitation and Intent Preservation

18.3 Continuity of Business Operations

18.4 Exclusion of Critical Provisions from Severability

18.5 Customer Responsibility

Privacy Policy

Our Commitment to Privacy:

Key Terms:

• “The Provider”: Refers to National Intel LLC, including its affiliates, subsidiaries, and business partners.
• “The Services”: Refers to all products, services, platforms, websites, and tools provided by The Provider.
• “The Customer”: Refers to any individual, company, or entity using The Services.

Your Consent:

Compliance with Global Data Protection Laws:

Your Data Rights:

Contact Information:

Data Retention:

Section 1: Data Collection and Ownership

• Personal Information: Details provided by the Customer, including but not limited to, name, contact information, and payment details;
• Service Usage Data: Information about how the Customer interacts with our services, such as access logs, transactional data, and user preferences;
• Derived Data: Aggregated, de-identified, or technical data generated from the Customer’s use of our services, which may include metadata and system diagnostics.

1.1 Customer Consent and Data Processing Acknowledgment:

1.2 Data Ownership and Use:

1.3 Customer Responsibility and Privacy Obligations:

1.4 Legal Compliance and Third-Party Data Requests:

Section 2: Data Retention, Backup, and Destruction

2.1 Retention of Data:

• Discretionary Retention: Data may be retained indefinitely at The Provider’s discretion, including but not limited to cases where future legal, regulatory, or operational needs may arise.

2.2 Data Backup:

• No Customer Reliance: The Customer acknowledges that any backup services provided by The Provider are purely discretionary and should not be relied upon as a primary means of data retention. The Customer is solely responsible for maintaining independent backups of their own data.

2.3 Destruction of Data:

• Customer Requests: While The Provider may consider data destruction requests from The Customer, we are under no obligation to act on such requests if the data is required for business, operational, legal, or regulatory purposes. The Provider may destroy data at its discretion, provided such destruction complies with applicable laws and internal policies.

2.4 No Liability for Data Handling:

• Immunity from Legal Claims: The Provider shall not be held responsible for any legal claims or damages resulting from the failure to act on customer requests to destroy or retain data, where such data is required for compliance with laws, business continuity, or future legal defense.

2.5 Customer Responsibility:

Section 3: Third-Party Data Sharing

3.1 Third-Party Data Sharing:

• No Liability for Third-Party Use: Once data is shared with third parties, The Provider disclaims any liability for how that data is handled, processed, or stored by those parties. The Customer agrees that such third parties are solely responsible for complying with applicable data protection laws, and that The Provider bears no responsibility for any misuse, loss, or breach of data by these third parties.
• Business Purposes: Data may be shared for any purpose deemed legitimate by The Provider, including but not limited to improving services, developing new products, auditing compliance, or conducting research.

3.2 Customer Consent to Data Sharing:

• Opt-Out for Non-Essential Data Sharing: The Customer may opt out of non-essential data sharing (e.g., marketing or analytics purposes) via [opt-out link: https://nationalintel.com/opt-out]. However, The Provider retains the right to continue sharing data necessary for legal compliance, service provision, or business operations.

3.3 Legal and Compliance-Driven Data Sharing:

• Cross-Jurisdictional Data Sharing: Data may be shared with third parties located in jurisdictions with differing data protection laws. The Customer acknowledges that data may be subject to the laws of the jurisdiction in which it is processed, and consents to such cross-border transfers.
• International Data Compliance: The Provider complies with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other relevant international laws. However, The Provider assumes no responsibility for compliance with foreign laws by third parties, once data is transferred.

3.4 No Liability for Data Transfers:

• Third-Party Responsibility: Third parties are solely responsible for complying with applicable data protection laws, and The Provider is not liable for any breaches, misuse, or unauthorized access by third parties, including in cases of data breaches.

Section 4: Customer Responsibility for Privacy

4.1 Obligation to Safeguard Data:

• Best Practices: The Customer agrees to take proactive measures to protect their data, including using strong, unique passwords, enabling multi-factor authentication where available, and utilizing encryption for sensitive information.

4.2 Third-Party Access and Data Sharing:

• No Liability for Third-Party Access: The Provider assumes no liability for any damages arising from third-party use or access to The Customer’s account, whether such access was authorized or unauthorized by The Customer.

4.3 Voluntary Data Disclosure:

• Waiver of Liability: The Customer expressly waives any right to claim against The Provider for any damages, losses, or unauthorized use of data disclosed voluntarily through non-secure channels or platforms.

4.4 Responsibility to Stay Informed:

• Customer Responsibility for Policy Review: It is The Customer’s responsibility to regularly review this Privacy Policy. The Provider assumes no liability for any consequences resulting from The Customer’s failure to stay informed.

4.5 Waiver of Claims for Data Mismanagement:

4.6 Disclaimer for Public Networks and Unsecured Transmission:

Section 5: Opt-Out and Withdrawal

5.1 Opt-Out of Non-Essential Data Sharing:

• Processing Timeframe: The Provider will process opt-out requests within a reasonable timeframe, but The Customer acknowledges that data previously processed before the opt-out may continue to be used for legitimate purposes.
• No Opt-Out for Essential Data Processing: The Customer acknowledges that certain data processing activities essential for service delivery, business operations, legal compliance, and security cannot be opted out of.

5.2 Withdrawal of Consent:

• Legal and Regulatory Exemptions: The Customer agrees that data may continue to be processed where it is required to comply with legal obligations, regulatory requirements, or where necessary to protect the interests of The Provider in the defense of legal claims. Withdrawal of consent will not affect The Provider’s right to retain and process data necessary for these purposes.

5.3 Effect of Opt-Out and Withdrawal:

• Customer Waiver of Claims: By exercising their opt-out or withdrawal rights, The Customer expressly waives any claims against The Provider for loss of service, service interruptions, or diminished service quality. The Customer acknowledges that The Provider is not responsible for any service limitations arising from their decision.

5.4 Data Retention for Legal Purposes:

• Compliance with legal requests, subpoenas, or court orders;
• Retaining data as evidence in the defense of legal claims or for auditing purposes;
• Ensuring compliance with industry regulations, contracts, and laws.

Section 6: Data Destruction Upon Legal Need

6.1 Customer Requests for Data Destruction:

• Processing Time for Requests: Data destruction requests will be processed within a reasonable timeframe. However, The Provider may, at its sole discretion, retain data deemed necessary for business or legal reasons.

6.2 Legal and Regulatory Retention:

• Retention for Future Legal Defense: The Provider may retain data for its defense in current or future legal claims, audits, or investigations. Such data may be retained indefinitely, at The Provider’s discretion, and is exempt from customer destruction requests.

6.3 Operational and Business Necessity:

• Finality of Retention Decisions: The Provider’s decision to retain data for legal, operational, or business purposes is final and cannot be contested by The Customer.

6.4 No Obligation to Notify:

6.5 Broader Waiver of Claims:

6.6 Limitation of Judicial Review:

6.7 Compliance with Changing Laws and Industry Standards:

Section 7: Limitation of Liability for Data Loss or Breach

7.1 Explicit Acknowledgment of Risks:

• No Responsibility for Public Networks: The Provider is not liable for any data transmitted over unsecured or public networks, including emails or file transfers, where the security of the transmission cannot be guaranteed.

7.2 Limitation of Liability:

• Maximum Liability Cap: The Provider’s total liability for any data breach, unauthorized access, or loss of data shall not exceed the lesser of (i) the amount paid by The Customer for services in the 12-month period preceding the incident, or (ii) $500. The Customer expressly waives any right to claim damages beyond this amount.

7.3 Customer Responsibility for Data Security:

• No Liability for Customer Failures: The Provider shall not be liable for any breach or unauthorized access that occurs due to The Customer’s failure to secure their data, use strong passwords, or enable available security features (e.g., multi-factor authentication).

7.4 Waiver of Claims and Class Action Prohibition:

• Class Action Waiver: The Customer further agrees to waive any right to participate in collective legal action or class arbitration related to data security issues. All claims must be pursued individually, and no collective or group claims are permitted.

7.5 Inclusion of Third-Party Service Providers:

7.6 Burden of Proof: