Terms of Service

IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service ("Terms") form a legally binding agreement between you and Delphi Insights regarding your access to and use of NUL Systems. By creating an account, accessing the Service, or clicking "I Agree," you confirm you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

"Company," "we," "our," or "us" refers to Delphi Insights, the operator of NUL Systems.

"Service" means the NUL Systems platform, including all software, APIs, dashboards, policy parsing tools, and related features made available through nulsystems.com or any subdomain.

"Customer," "you," or "your" refers to the individual or legal entity that accesses or uses the Service.

"Customer Data" means any data, documents, policies, transactions, or other information submitted, uploaded, or processed through the Service by you or on your behalf.

"Subscription" means your paid access to the Service pursuant to a plan selected at signup.

2. Account Registration

To use the Service, you must create an account and provide accurate, current, and complete information. You are responsible for:

• Safeguarding your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use or security breach
• Ensuring that anyone accessing the Service under your account complies with these Terms

You must be at least 18 years old and authorized to enter into this agreement on behalf of yourself or the entity you represent.

3. Subscription, Fees, and Payment

3.1 Pricing and Billing

Subscription fees are charged according to the plan you select at signup. All fees are billed in advance on a recurring basis (monthly or annually, as selected). Payment is processed by Stripe, our third-party payment processor. By providing payment information, you authorize us to charge your chosen payment method for all applicable fees.

3.2 Automatic Renewal

Your Subscription will automatically renew at the end of each billing period unless canceled at least one day prior to the renewal date. You may cancel at any time through your account settings.

3.3 Refunds

All fees are non-refundable, except as required by applicable law or as explicitly stated in a written refund policy published on our website. Cancellation stops future charges but does not entitle you to a refund for the current billing period.

3.4 Taxes

Fees are exclusive of taxes. You are responsible for any applicable sales, use, VAT, or similar taxes.

4. Use of the Service

4.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during your active Subscription for your internal business purposes.

4.2 Acceptable Use

You agree NOT to:

• Reverse engineer, decompile, or attempt to extract the source code of the Service
• Use the Service to violate any law, regulation, or third-party right
• Upload content that is unlawful, infringing, defamatory, or malicious
• Introduce malware, viruses, or code intended to disrupt the Service
• Attempt to gain unauthorized access to the Service or other users' accounts
• Resell, sublicense, or otherwise commercialize the Service without our written consent
• Use the Service to build a competing product

5. Customer Data and Policy Content

5.1 Ownership

You retain all rights, title, and interest in and to your Customer Data. We claim no ownership over policies, documents, or transaction data you submit to the Service.

5.2 License to Us

You grant us a limited, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely to the extent necessary to provide the Service to you and to improve the Service in aggregated, anonymized form.

5.3 Your Responsibilities

You represent and warrant that:

• You have all rights necessary to submit Customer Data to the Service
• Your use of Customer Data complies with all applicable laws, including data protection laws (GDPR, CCPA, HIPAA, etc.)
• You are solely responsible for the accuracy, quality, and legality of Customer Data
• You are responsible for obtaining any consents required from your own employees, customers, or third parties whose data you submit

6. Compliance Outputs Are Not Legal Advice

CRITICAL NOTICE. The Service produces compliance, governance, and risk determinations based on policies you provide. These outputs are informational only and do not constitute legal, regulatory, financial, or professional advice. You are solely responsible for all decisions made based on the Service's outputs. We do not replace, and are not a substitute for, qualified legal counsel, compliance officers, auditors, or regulatory authorities. You agree that reliance on Service outputs is at your own risk, and you will independently validate any determination before acting on it in a regulated or high-stakes context.

7. Intellectual Property

We and our licensors retain all right, title, and interest in and to the Service, including all software, algorithms, models, trademarks (including NUL Systems™ and Delphi Insights), user interfaces, and documentation. No rights are granted to you except those expressly stated in these Terms.

You may provide feedback, suggestions, or ideas about the Service. You agree that we may use such feedback without obligation or compensation to you.

8. Confidentiality

Each party agrees to protect the other's confidential information with at least the same degree of care it uses to protect its own, and in no event less than reasonable care. Confidential information does not include information that is publicly known, independently developed, or lawfully received from a third party without restriction.

9. Security

We implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. However, no system is perfectly secure. You acknowledge that transmission of data over the Internet carries inherent risk, and we cannot guarantee absolute security. Details of our current security practices are available on our Security & Trust page at nulsystems.com/security.

10. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OPERATION. We do not warrant that the Service will be error-free, meet your specific requirements, or produce compliance outcomes that satisfy any specific regulator or auditor.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or loss of data, arising out of or in connection with these Terms
• Our aggregate liability to you under these Terms shall not exceed the amount you paid to us in the twelve (12) months preceding the event giving rise to the claim
• These limitations apply regardless of the legal theory (contract, tort, strict liability, or otherwise) and even if a party was advised of the possibility of such damages

12. Indemnification

You agree to defend, indemnify, and hold harmless Delphi Insights, its officers, directors, employees, and agents from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service, (b) your Customer Data, (c) your violation of these Terms, or (d) your violation of any law or third-party right.

13. Term and Termination

13.1 Term

These Terms remain in effect for as long as you have an active account or Subscription.

13.2 Termination by You

You may cancel your Subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period.

13.3 Termination by Us

We may suspend or terminate your access immediately if you breach these Terms, fail to pay fees, or use the Service in a manner that creates legal or operational risk for us or other users.

13.4 Effect of Termination

Upon termination, your right to use the Service ends immediately. We will make Customer Data available for export for thirty (30) days after termination, after which it may be permanently deleted. Sections that by their nature should survive (including ownership, disclaimers, liability limits, and indemnification) will survive termination.

14. Modifications to the Terms

We may modify these Terms from time to time. Material changes will be communicated by email or in-product notice at least thirty (30) days before taking effect. Your continued use of the Service after changes become effective constitutes acceptance. If you do not agree, you must stop using the Service and cancel your Subscription.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation. If unresolved within sixty (60) days, disputes shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in the state of our incorporation. Either party may seek injunctive relief in court for violations of intellectual property or confidentiality provisions.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any order forms, constitute the entire agreement between the parties and supersede all prior agreements.

16.2 Severability

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect.

16.3 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.4 Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, terrorism, pandemics, government action, or infrastructure failures.

16.5 Notices

Legal notices to us must be sent to info@delphiinsights.us Notices to you will be sent to the email address on your account.

17. Contact

Questions about these Terms? Contact us:

Delphi Insights

Email: info@delphiinsights.us

Website: www.Delphiinsights.us

‍