Version 2.0 | Effective Date: May 4, 2025 | Last Updated: May 4, 2025
0. Quick‑Read Key Points (Non‑binding Summary)
- Contract Scope. These Terms govern all consulting, custom development, managed services, SaaS subscriptions, APIs, and ancillary offerings provided by Nobel Link (“we,” “us,” “our”).
- Data Protection. Nobel Link applies privacy‑by‑design and industry‑standard security controls. The Privacy Policy and Data Processing Agreement (“DPA“) are incorporated herein.
- IP Ownership. Customer retains ownership of Customer Content; Nobel Link retains underlying platform IP. Custom Deliverables are licensed or assigned per the applicable SOW.
- Service Commitments. 99.9 % uptime SLA, 24×7 support, vulnerability management, disaster recovery with RPO ≤ 15 min & RTO ≤ 1 h.
- Liability Cap. Direct damages limited to fees paid in the preceding 12 months; no consequential damages.
- Dispute Resolution. Delaware law, binding AAA arbitration in Philadelphia, class‑action waiver.
1. Definitions
Capitalised terms not defined in‑line have the meanings in Annex A.
2. Formation of Agreement
2.1 Order Forms & SOWs. Customer may order Services by executing an Order Form or Statement of Work (“SOW”) referencing these Terms.
2.2 Hierarchy. In case of conflict: (i) any mutually executed addendum (e.g., HIPAA BAA, DPA, Escrow Agreement); then (ii) Order Form/SOW; then (iii) these Terms; then (iv) Policies.
2.3 Electronic Acceptance. Clicking “Accept,” using an API key, or continuing to access the Services after receipt of these Terms constitutes acceptance.
3. Eligibility; Customer Authority
Customer represents that it is duly organised, validly existing, and in good standing under the laws of its jurisdiction; that the individual accepting has authority; and that Customer is not a Sanctioned Person or located in a Restricted Territory.
4. Accounts & Security
4.1 Account Creation. Registration requires accurate information. Nobel Link may reject registrations at our reasonable discretion.
4.2 Credentials. Customer must keep credentials confidential, implement MFA where available, and notify Nobel Link of unauthorised access within 24 hours.
4.3 Customer Systems. Customer is responsible for equipment, software, and network connectivity to access the Services.
5. Scope of Services
5.1 Professional Services. Advisory, architecture, DevSecOps automation, data engineering, ML model development, staff augmentation, and related consulting delivered on a time‑and‑materials or fixed‑fee basis.
5.2 Managed Services. Continuous monitoring, patch management, auto‑scaling, cost optimisation, managed Kubernetes, managed MLOps.
5.3 Subscription Services. Access to Nobel Platform™, LinkAI™ APIs, InsightHub™ dashboards, command‑line tools, SDKs, and connectors.
5.4 Custom Deliverables. Source code, terraform modules, playbooks, Jupyter notebooks, documentation, training materials, diagrams, and model artefacts produced specifically for Customer.
5.5 Beta Services. Pre‑release or experimental features provided “AS IS” and subject to change or removal.
6. Project Governance & Change Management
6.1 Project Personnel. Nobel Link shall assign qualified personnel or subcontractors. Subcontractors are bound by confidentiality and security obligations equivalent to those herein.
6.2 Customer Responsibilities. Timely provision of access, data, decisions, test users, feedback, and any prerequisites stated in the SOW.
6.3 Change Requests. Either party may propose scope changes via a written Change Order. Work does not commence until mutually agreed.
6.4 Milestone Acceptance. Deliverables are deemed accepted unless Customer provides written rejection detailing material non‑conformance within 10 business days.
7. Intellectual‑Property Rights
7.1 Nobel IP. All right, title, and interest in the Services, Platform, generative AI prompts, pre‑existing code, templates, frameworks, and know‑how remain with Nobel Link or its licensors.
7.2 Customer IP. Customer owns Customer Content and pre‑existing materials furnished for the project.
7.3 Deliverable IP Allocation.
- Work‑Made‑for‑Hire Option. If the SOW states “Assignment,” Nobel Link hereby assigns its rights in the Deliverables upon full payment.
- License Option. If the SOW states “License,” Nobel Link grants Customer a perpetual, worldwide, non‑exclusive, royalty‑free license to use, copy, modify, and create derivative works of Deliverables for internal business purposes.
7.4 Feedback. Suggestions or feedback may be used by Nobel Link without restriction; feedback is provided “as‑is,” and Nobel Link may incorporate it into the Services.
8. Customer Content & Data Protection
8.1 License to Nobel Link. Customer grants Nobel Link a limited licence to host, process, analyse, and transmit Customer Content solely to provide, secure, and improve the Services.
8.2 Protected Data. If Customer processes regulated data (e.g., HIPAA PHI, PCI‑DSS, FedRAMP, ITAR), the parties shall execute the requisite addendum before transmitting such data.
8.3 Data Processing Agreement. For Personal Information subject to GDPR/CCPA/UK GDPR/etc., the Nobel Link DPA (latest version posted on Trust Centre) is incorporated by reference.
8.4 Data Location. Unless otherwise agreed, data may be processed in the United States, Canada, EU, Australia, or Singapore. Customer may select region‑locking in writing.
9. Confidential Information & Press Releases
9.1 Definition. Confidential Information includes proprietary business, technical, or financial information, trade secrets, security reports, and non‑public road‑maps.
9.2 Obligations. Recipient shall protect Confidential Information with no less than reasonable care, use it only for Contract purposes, and not disclose it except under equivalent obligations.
9.3 Publicity. Neither party may issue press releases or use the other’s name or logo without prior written consent, except Nobel Link may list Customer’s name and logo on its website as a customer unless Customer opts‑out in writing.
10. Fees, Expenses, Payment Terms
10.1 Invoices. Nobel Link will invoice as stated in the Order Form/SOW—monthly in arrears for T&M or per milestone for fixed‑fee.
10.2 Payment. Due 30 days net. Disputed amounts must be identified with reasonable detail before the due date; undisputed amounts remain payable.
10.3 Expenses. Actual, reasonable travel and out‑of‑pocket expenses pre‑approved by Customer are billable at cost.
10.4 Late Fees. Overdue amounts bear 1.5 % interest per month or the maximum permitted by law.
10.5 Suspension for Non‑Payment. Nobel Link may suspend Services on 10 days’ notice for overdue amounts not subject to good‑faith dispute.
10.6 Taxes. Prices exclude taxes; Customer pays sales, VAT, GST, or similar taxes, excluding Nobel Link’s income taxes.
11. Acceptable Use Policy (AUP)
Customer shall not, and shall not allow Users to:
- (a) Use the Services for any unlawful, harmful, fraudulent, infringing, or offensive purpose.
- (b) Upload content that is defamatory, obscene, or violates privacy rights.
- (c) Interfere with Service integrity or performance, including denial‑of‑service attacks.
- (d) Attempt unauthorized access or probe, scan, or test vulnerabilities (except under an agreed Responsible Disclosure program).
- (e) Use automated scripts to scrape, mine, or harvest data except via approved APIs.
- (f) Send unsolicited commercial communications (spam) using Nobel infrastructure.
- (g) Process or store Prohibited Data (e.g., juvenile sexual content, extremist propaganda). Violation may result in immediate suspension or termination.
12. Security & Compliance Obligations
12.1 Nobel Link Controls. Nobel Link maintains industry‑standard security measures including: ISO/IEC 27001‑aligned ISMS; SOC 2 Type II annual audits; encryption in transit (TLS 1.3) and at rest (AES‑256); vulnerability management; network segmentation; MFA; 24×7 monitoring; and audited access logs.
12.2 Customer Controls. Customer is responsible for secure configuration of its endpoints, accounts, and third‑party integrations.
12.3 Incident Response. Nobel Link will notify Customer without undue delay, and in any event within 72 hours of confirming a Security Incident involving Customer Content, providing details and mitigation steps.
12.4 Business Continuity. Nobel Link maintains a Business Continuity and Disaster Recovery plan tested at least annually.
13. Service Levels & Support (SLA)
13.1 Availability. Nobel Link will make the Subscription Services available ≥ 99.9 % of the time each calendar month, excluding Maintenance Windows (≤ 4 hours per month with 72‑hour notice) and force majeure.
13.2 Credits. If availability falls below the SLA, Customer may request the service credits listed in Annex B within 30 days of the end of the affected month. Credits are monetary‑value credits toward future fees and are the sole remedy.
13.3 Support Tiers.
- Tier 0 – Knowledge base and community Slack.
- Tier 1 – Email/ticket support 08:00‑20:00 ET, Mon‑Fri.
- Tier 2 – 24×7 P1 coverage with < 15 min response.
13.4 Escalation. Nobel Link maintains an escalation matrix up to VP Engineering.
14. Representations & Warranties
14.1 Mutual. Each party represents it has full power to enter this Agreement and will comply with all applicable laws.
14.2 Nobel Link. Professional Services will be performed in a professional, workmanlike manner consistent with industry standards. Subscription Services will materially conform to Documentation.
14.3 Customer. Customer warrants that it has all rights to Customer Content and that Customer Content will not violate the AUP.
14.4 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS.” NOBEL LINK DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.
15. Indemnities
15.1 By Nobel Link. Nobel Link will defend and indemnify Customer against third‑party claims that the Subscription Services infringe IP rights, subject to Prompt Notice, Control, and Cooperation. Nobel Link may (a) modify the Services; (b) replace them; or (c) terminate the affected Service and refund unused fees.
15.2 Exceptions. Nobel Link has no obligation for claims arising from (i) Customer Content; (ii) use of the Services in combination with non‑Nobel materials; (iii) Customer’s breach of the Terms.
15.3 By Customer. Customer will defend and indemnify Nobel Link against claims arising from Customer Content, violation of the AUP, or breach of these Terms.
16. Limitation of Liability
16.1 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.
16.2 Cap. EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.
16.3 Unlimited Liabilities. The limits do not apply to (a) fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) breach of confidentiality; (d) infringement indemnities; or (e) obligations that cannot be limited by law.
17. Term, Renewal, Termination
17.1 Term. These Terms commence on the Effective Date and continue until all Order Forms/SOWs have expired or been terminated.
17.2 Automatic Renewal. Subscription Services renew for successive 12‑month periods unless either party gives 60 days’ notice prior to end of the then‑current term.
17.3 Termination for Convenience. Either party may terminate a Service for convenience at the end of its term with notice as above.
17.4 Termination for Cause. Either party may terminate upon 30 days’ written notice if the other materially breaches and fails to cure.
17.5 Insolvency. Either party may terminate immediately if the other becomes insolvent, enters administration, or makes an assignment for creditors.
18. Effect of Termination
18.1 Cessation of Rights. All rights to access the Services cease; Customer shall stop using Nobel IP.
18.2 Payment. Customer shall pay all undisputed fees accrued up to the termination date.
18.3 Data Export. Upon request within 30 days, Nobel Link will make Customer Content available for secure download in industry‑standard format; professional‑services assistance is billable.
18.4 Deletion. Nobel Link will delete Customer Content 60 days after termination, except for archival backups securely destroyed per Annex C.
18.5 Survival. Sections 1, 7–9, 10.4, 11, 12, 14–16, 18, 21–27 survive termination.
19. Compliance, Audit & Certifications
19.1 Compliance. Each party will comply with applicable anti‑bribery, anti‑slavery, export, privacy, and labour laws.
19.2 Export Controls. Customer agrees not to export or re‑export the Services or technical data in violation of US Export Administration Regulations or economic sanctions.
19.3 Audit Rights. Nobel Link will provide annual SOC 2 Type II and penetration‑test summaries under NDA. Customer may conduct a focused audit once per year with 30 days’ notice, limited to 8 person‑hours, unless required by regulators.
20. Insurance
Nobel Link maintains: (a) Commercial General Liability – $2 M per occurrence; (b) Technology Errors & Omissions – $5 M; (c) Cyber Liability – $5 M; (d) Workers’ Compensation per statutory limits. Certificates available upon request.
21. Escrow of Source Code & Dependencies
21.1 Escrow Arrangement. For Custom Deliverables specified in the SOW, Nobel Link will enrol source code and build scripts in an escrow with IronMountain®.
21.2 Release Conditions. Release events: (i) Nobel Link bankruptcy, (ii) Nobel Link ceases business, (iii) uncured SLA breach > 60 days. Customer receives licence to use code internally.
22. Health Information (HIPAA) – Optional Addendum
If Customer is a Covered Entity or Business Associate and wishes to process Protected Health Information (“PHI”), the parties shall execute Nobel Link’s HIPAA Business Associate Agreement (“BAA”). Absent a BAA, Customer must not transmit PHI.
23. Government Customers
For US Government end users, the Services are “Commercial Computer Software” and “Commercial Computer Software Documentation” provided with RESTRICTED RIGHTS per FAR 52.227‑19 or DFARS 227.7202.
24. Dispute Resolution; Arbitration; Class‑Action Waiver
24.1 Good‑Faith Negotiations. Parties will first attempt good‑faith negotiations for 30 days.
24.2 Binding Arbitration. Unresolved disputes shall be resolved by binding arbitration administered by AAA under its Commercial Rules before one arbitrator experienced in technology contracts.
24.3 Exception – Injunctive Relief. Either party may seek injunctive or equitable relief in competent courts to protect IP or Confidential Information.
24.4 Class‑Action Waiver. Claims must be brought individually; the arbitrator may not consolidate claims or award class‑wide relief.
25. Miscellaneous
25.1 Notices. Written notices sent to the addresses on the Order Form with copy to [email protected].
25.2 Assignment. Either party may assign to an Affiliate or successor by merger/acquisition; other assignments require written consent (not unreasonably withheld).
25.3 Force Majeure. Neither party liable for delays caused by events beyond reasonable control lasting ≤ 45 days; if > 45 days either party may terminate affected Services.
25.4 Severability. Unenforceable provisions will be interpreted to fulfil their intent or severed; remainder remains in effect.
25.5 Waiver. Failure to enforce any right is not a waiver.
25.6 Independent Contractors. The parties are independent contractors; nothing creates agency, joint venture, or employment.
25.7 No Third‑Party Beneficiaries. Except as expressly stated, no third party may enforce these Terms.
25.8 Entire Agreement. These Terms, Order Forms/SOWs, and incorporated policies constitute the entire agreement and supersede prior agreements.
Annex A – Definitions (Expanded)
- “Affiliate” – entity controlling, controlled by, or under common control with a party.
- “API Key” – unique token used to authenticate API requests.
- “Beta Services” – Services marked beta, preview, or evaluation.
- “Business Day” – any day excluding weekends and Nobel Link US holidays.
- “Customer Content” – data, code, files, prompts, outputs, configurations uploaded or generated under Customer’s account.
- “Deliverables” – tangible or intangible work products created for Customer.
- “Documentation” – user guides, release notes, and FAQs.
- “Maintenance Window” – period of planned maintenance announced in advance.
- “Order Form” – mutually executed ordering document.
- “Sanctioned Person / Restricted Territory” – as defined by OFAC.
- “Security Incident” – unauthorised access, use, or disclosure of Customer Content.
- “Services” – collectively Professional, Managed, Subscription, Beta.
- “SLA” – service‑level agreement in Annex B.
- “User” – individual allowed by Customer to access the Services.
Annex B – Service Level Agreement (Detailed)
B.1 Availability
| Tier | Monthly Uptime | Credit |
|---|---|---|
| Standard | ≥ 99.9 % | 5 % monthly fee |
| Premium | ≥ 99.95 % | 10 % monthly fee |
| Mission‑Critical | ≥ 99.99 % | 15 % monthly fee |
B.2 Support Matrix
| Priority | Examples | Response | Update Frequency | Resolution |
| P1 | Production outage; data loss | 15 min | 30 min | 4 h |
| P2 | Degraded performance | 1 h | 4 h | 1 BD |
| P3 | Minor bug; no workaround | 4 h | 1 BD | 5 BD |
| P4 | Info request / feature idea | 1 BD | N/A | N/A |
B.3 Scheduled Maintenance
Planned downtime ≤ 4 h/month, Tue/Thu 02:00‑06:00 UTC.
B.4 Calculation & Claim Process
Credits = (Monthly Subscription Fee) × Credit %. Aggregate credits capped at 100 % of monthly fee. Claims filed via support portal.
Annex C – Data Retention & Deletion Schedule (Summary)
| Data Type | Retention | Disposal Method |
| DB Backups | 35 days | Automated purge |
| Logs (raw) | 30 days | S3 object delete |
| Logs (aggregated) | 12 months | Glacier delete |
| Build Artefacts | Lifecycle 90 days | S3 purge |
| Customer Content | 60 days post‑termination | Secure wipe, NIST 800‑88 |
Annex D – Escrow Deliverables Scope
Code, build scripts, CI/CD pipelines, container images, dependency manifests, documentation, and third‑party licences deposited quarterly.