Terms and Conditions
Last Updated: September 2026
These Terms and Conditions ("Terms," "Agreement") govern your access to and use of the website located at niccolite.net, the niccolite.net software-as-a-service platform, and all related software, application programming interfaces, dashboards, features, content, and services (collectively, the "Service") provided by Niccolite ("Company," "we," "us," or "our"). By accessing, browsing, registering for, subscribing to, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be legally bound by these Terms.
The Service is offered to users located in the United States. If you do not agree to all of these Terms, you must immediately discontinue all use of the Service. Your continued use of the Service constitutes ongoing acceptance of these Terms and any revisions we make in accordance with Section 11 below.
1. Acceptance of Terms
1.1 Formation of a Binding Contract
These Terms form a binding legal agreement between you, whether personally or on behalf of an entity ("you" or "Customer"), and Niccolite. You accept these Terms by any of the following acts: accessing any page of the Service, creating an account, executing an order form or subscription agreement that references these Terms, clicking an "I Agree," "Sign Up," or similar button, or continuing to use the Service after a revision becomes effective. No signature is required for this Agreement to be enforceable.
1.2 Eligibility and Authority
You represent and warrant that you are at least eighteen (18) years of age (or the age of legal majority in your state of residence) and have the legal capacity to enter into this Agreement. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity, and all references to "you" include that entity. The Service is not directed to children under thirteen (13), and we do not knowingly permit them to create accounts, consistent with the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501-6506, and the COPPA Rule as amended effective June 2025 (16 C.F.R. Part 312, 2025 amendments).
1.3 Electronic Records and Communications
You consent to receive notices, disclosures, and other communications from us electronically, including by email to the address associated with your account and by posting within the Service. You agree that electronic records satisfy any legal requirement that communications be in writing. You are responsible for maintaining an accurate, functioning email address and for reviewing communications we send.
1.4 Relationship to Other Policies
Your use of the Service is also governed by our Privacy Policy and Cookie Policy, each of which is incorporated into these Terms by reference. In the event of a direct conflict between these Terms and either of those policies regarding the subject matter of this Agreement, these Terms control.
2. Use of Service
2.1 Limited License Grant
Subject to your compliance with these Terms and payment of all applicable fees, Niccolite grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term solely for your internal business or personal purposes. This is a grant of access rights, not a sale. No title to or ownership of any software, code, or intellectual property is transferred to you. All rights not expressly granted are reserved by Niccolite.
2.2 Accounts and Credentials
You may be required to register for an account to access certain features. You agree to provide accurate, current, and complete information and to update it promptly. You are solely responsible for maintaining the confidentiality of your login credentials, API keys, and any other access tokens, and for all activity that occurs under your account, whether or not authorized by you. You must notify us immediately at [email protected] of any unauthorized access or suspected security breach. We are not liable for losses arising from your failure to safeguard credentials.
2.3 Restrictions on Use
You shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, except to the extent such restriction is prohibited by applicable law; (b) reproduce, modify, distribute, sell, resell, lease, sublicense, or commercially exploit the Service; (c) circumvent or disable any security, authentication, rate-limiting, or access-control mechanism; (d) use automated means to scrape, harvest, or extract data except through documented interfaces; (e) introduce viruses, malware, or other harmful code; (f) use the Service to develop a competing product or service; or (g) use the Service in violation of any law or third-party right.
2.4 Service Availability, Modifications, and Beta Features
We endeavor to maintain reasonable availability but do not guarantee uninterrupted or error-free operation. We may modify, update, suspend, or discontinue any feature of the Service at any time, with or without notice, subject to our refund obligations under Section 10. Beta, preview, or early-access features are provided "AS IS" without warranty of any kind, may be modified or withdrawn at any time, and are excluded from any service-level commitment unless otherwise agreed in writing.
2.5 Third-Party Services and Integrations
The Service may interoperate with third-party applications, platforms, and data sources. Such integrations are governed by the third party's own terms and privacy practices. Niccolite does not control and is not responsible for third-party services, and your use of them is at your sole risk. Enabling an integration may result in the transmission of your data to that third party, subject to your authorization and our Privacy Policy.
3. User Obligations
3.1 Compliance with Applicable Law
You agree to use the Service in compliance with all applicable federal, state, and local laws, including the Federal Trade Commission Act, 15 U.S.C. § 45, which prohibits unfair or deceptive acts or practices, and all applicable data protection and consumer protection statutes. You are solely responsible for determining whether your use of the Service, and any content you submit, complies with laws applicable to your industry and jurisdiction.
3.2 User Content and Data Responsibilities
You retain ownership of all data, text, files, and other materials you upload to the Service ("Customer Data"). You grant Niccolite a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Customer Data solely as necessary to provide and improve the Service and as described in our Privacy Policy. You represent and warrant that you have all necessary rights and consents to submit Customer Data, including any required consents from data subjects, and that Customer Data does not infringe any third-party right or violate any law.
3.3 Subscriptions, Billing, and Automatic Renewal
Paid subscriptions renew automatically at the end of each billing period at the then-current rate unless you cancel before the renewal date. You authorize us or our payment processor to charge your designated payment method on a recurring basis, and you agree to keep payment information current. In accordance with the Restore Online Shoppers' Confidence Act, 15 U.S.C. §§ 8401-8405 (ROSCA), material terms of the recurring charge will be clearly disclosed before you are charged, and you may cancel at any time through your account settings or by contacting [email protected]. Fees are exclusive of applicable taxes, which are your responsibility, and are non-refundable except as expressly stated in these Terms or required by law.
3.4 Security, Cooperation, and Notification
You agree to implement reasonable security measures for your systems and credentials, to cooperate with us in investigating suspected misuse of the Service, and to promptly notify us of any actual or suspected unauthorized access to your account or to Customer Data. You are responsible for maintaining independent backups of any Customer Data that is material to your operations.
4. Intellectual Property Rights
4.1 Company Ownership
The Service, including all software, source code, object code, architecture, user interfaces, designs, text, graphics, logos, databases, and documentation, is owned by Niccolite or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. Except for the limited license in Section 2.1, no rights are granted to you by implication, estoppel, or otherwise.
4.2 Feedback
If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Service, you grant Niccolite a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and exploit that feedback for any purpose without compensation or attribution to you.
4.3 Trademarks
niccolite.net, Niccolite, and all related names, logos, and product designations are trademarks of Niccolite or its licensors. You may not use any of these marks in connection with any product or service without our prior written consent. All other trademarks referenced in the Service are the property of their respective owners.
4.4 Copyright Infringement and DMCA Notices
We respect the intellectual property rights of others and will respond to valid notices of claimed infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512. Notices identifying allegedly infringing material should be sent to Niccolite at 1 Market Street, San Francisco, CA 94105, United States or [email protected], and must substantially comply with the statutory requirements. We may remove or disable access to allegedly infringing material and may terminate the accounts of repeat infringers.
5. Limitation of Liability
5.1 Exclusion of Consequential and Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Niccolite, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2 Aggregate Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO Niccolite FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THIS CAP APPLIES IN THE AGGREGATE AND NOT PER CLAIM.
5.3 Basis of the Bargain; Enforceability
The limitations in this Section 5 are a fundamental basis of the bargain between the parties, and the fees charged for the Service reflect this allocation of risk. The parties intend that these limitations be enforced to the fullest extent permitted by law, consistent with the principle that a contract may limit or exclude remedies under the Uniform Commercial Code (UCC) Article 2 as adopted by the states. Some jurisdictions do not allow the exclusion of certain warranties or damages; in such jurisdictions, our liability is limited to the greatest extent permitted.
5.4 Force Majeure and Third-Party Failures
We are not liable for any delay or failure caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, internet or telecommunications failures, cloud provider outages, cyberattacks, or third-party service failures. We are likewise not responsible for the acts or omissions of third-party providers, integrations, or payment processors.
6. Disclaimers
6.1 "As Is" and "As Available"
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Niccolite DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or free of viruses, or that defects will be corrected. Some states do not allow the exclusion of implied warranties, so portions of this disclaimer may not apply to you.
6.2 No Professional Advice
The Service may generate, organize, or display information for informational purposes only. It does not constitute legal, financial, medical, accounting, tax, or other professional advice, and no professional-client relationship is created. You should consult a qualified professional before relying on any output of the Service. Where the Service processes data subject to the Health Insurance Portability and Accountability Act (HIPAA) or the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801-6809, such use requires a separate written agreement.
6.3 Third-Party Content and Links
The Service may contain links to or content from third parties. We do not endorse, verify, or assume responsibility for third-party content, products, or services, and you access them at your own risk. Any reliance on third-party information is solely at your discretion.
6.4 No Guarantee of Results
You acknowledge that results obtained from the Service depend on factors outside our control, including your configuration, data quality, and business practices. We make no representation or warranty regarding any specific outcome, performance metric, cost saving, or business result, including results produced by any automated or machine-learning functionality.
7. Indemnification
You agree to defend, indemnify, and hold harmless Niccolite and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, actions, demands, liabilities, damages, losses, judgments, settlements, fines, penalties, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (a) your access to or use of the Service; (b) your breach or alleged breach of these Terms; (c) Customer Data or other content you submit, including allegations that it infringes or misappropriates a third party's rights; (d) your violation of any applicable law or regulation; or (e) your negligence or willful misconduct.
We will provide prompt written notice of any claim for which we seek indemnification, and you agree to assume control of the defense and settlement of the claim, provided that any settlement that imposes liability or an admission on Niccolite requires our prior written consent, which shall not be unreasonably withheld. We may participate in the defense at our own expense with counsel of our choosing. Your indemnification obligations survive termination of these Terms and your cessation of use of the Service.
We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate fully with us in asserting any available defenses. Failure to provide prompt notice does not relieve your indemnification obligations except to the extent you are materially prejudiced by the delay.
8. Governing Law
8.1 Governing Law and Venue
These Terms and any dispute arising out of or relating to them or the Service shall be governed by and construed in accordance with the laws of the State of Niccolite's principal place of business in the United States, without regard to its conflict-of-laws principles. Subject to Section 9, the state and federal courts located in that jurisdiction shall have exclusive jurisdiction and venue over any proceeding not subject to arbitration, and each party consents to personal jurisdiction there.
8.2 Commercial Law; Exclusions of Other Regimes
To the extent applicable, the Uniform Commercial Code (UCC) Article 2, as adopted by the relevant state, governs matters of contract formation, performance, and remedies. The parties expressly agree that the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms, including in those states where it has been adopted (Maryland, Virginia, and Louisiana). The United Nations Convention on Contracts for the International Sale of Goods does not apply.
8.3 Export Control and Sanctions
You agree to comply with all applicable United States export control and economic sanctions laws, including those administered by the Office of Foreign Assets Control and the Bureau of Industry and Security. You represent that you are not located in, or a national or resident of, any embargoed country or jurisdiction, and that you are not listed on any United States government list of prohibited or restricted parties.
9. Dispute Resolution
9.1 Informal Resolution
Before initiating any formal proceeding, you and Niccolite agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Service through informal negotiation. Either party may initiate this process by sending written notice describing the dispute and the relief sought to the other party at [email protected] or, for notices to you, to the email address associated with your account. The parties shall negotiate for a period of thirty (30) days from receipt of notice before commencing arbitration or litigation.
9.2 Binding Arbitration
Except as provided in Section 9.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its applicable Commercial Arbitration Rules, including the Supplementary Procedures for Consumer-Related Disputes where applicable. Arbitration shall be conducted in the state of Niccolite's principal place of business, or, at the consumer's election, in the county of the consumer's residence where required by law. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, governs the interpretation and enforcement of this arbitration provision. Judgment on the award may be entered in any court of competent jurisdiction.
9.3 Class Action and Jury Trial Waiver
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND Niccolite AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of more than one person, and may not preside over any form of representative or class proceeding. Each party knowingly and voluntarily waives any right to a trial by jury for any dispute not subject to arbitration.
9.4 Opt-Out Right
You may opt out of the arbitration agreement in Sections 9.2 and 9.3 by sending written notice to Niccolite at 1 Market Street, San Francisco, CA 94105, United States or [email protected] within thirty (30) days after the date you first accept these Terms. The notice must include your name, account email address, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other part of these Terms, and will not adversely affect your access to the Service.
9.5 Exceptions and Severability
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, and either party may bring an individual action in small claims court if the claim qualifies. If any portion of Sections 9.2 or 9.3 is found unenforceable, the remaining portions shall remain in effect, except that if the class action waiver is found unenforceable in its entirety, the entire arbitration agreement shall be void as to that dispute.
10. Termination
10.1 Termination Rights
We may suspend or terminate your access to the Service immediately, with or without notice, if you materially breach these Terms, fail to pay applicable fees, engage in fraudulent or illegal activity, or pose a security or legal risk to us or other users. You may terminate these Terms by ceasing use of the Service and closing your account, subject to any minimum subscription term in an applicable order form.
10.2 Effect of Termination
Upon termination, your license and access rights cease immediately. You remain responsible for all fees accrued through the effective date of termination. Except as required by law or expressly provided in an order form, prepaid fees are non-refundable. We will make Customer Data available for export for a period of thirty (30) days following termination, after which we may delete it in accordance with our retention practices and Privacy Policy.
10.3 Survival
Sections concerning intellectual property ownership, disclaimers, limitation of liability, indemnification, dispute resolution, and any other provisions that by their nature should survive will survive termination or expiration of these Terms.
11. Changes to Terms
11.1 Right to Modify
We reserve the right to revise these Terms at any time. Material changes will be communicated by posting an updated version with a revised "Last Updated" date and, where required by law or where the change materially affects your rights, by email or in-Service notice at least thirty (30) days before the change takes effect. Minor clarifications and non-material edits may take effect immediately upon posting.
11.2 Continued Use as Acceptance
Your continued use of the Service after the effective date of a revision constitutes your acceptance of the revised Terms. If you do not agree to a material revision, you must stop using the Service before the effective date and may terminate your subscription, in which case we will provide a pro rata refund of any prepaid fees covering the period after termination, unless the change was required by law.
11.3 Entire Agreement, Severability, and Waiver
These Terms, together with the Privacy Policy, the Cookie Policy, and any executed order form, constitute the entire agreement between you and Niccolite regarding the Service and supersede all prior agreements and understandings. If any provision is held invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force. Our failure to enforce any right or provision is not a waiver of that right or provision. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets.
12. Contact Information
If you have any questions, concerns, or notices regarding these Terms or the Service, please contact us using the information below. Notices to Niccolite must be sent to the address or email specified, and will be deemed given upon receipt.
- Company: Niccolite
- Email: [email protected]
- Phone: +17377050387
- Address: 1 Market Street, San Francisco, CA 94105, United States
By using niccolite.net, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions.