Terms & Conditions

Effective: 3rd of July, 2025

Our Services

We develop and operate a code editor for data work.

Account, Password, and Security

To use the Services, you must register with nao Labs and create an account (an “Account”). During the registration process, you may be asked to provide certain information, including your name, and email. By using the Services, you agree to provide accurate, current, and complete information, and to keep your Account details up to date at all times.

You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of your login credentials, including your password and any Account-related information. You are fully responsible for all activity under your Account, whether or not you authorized it. We disclaim all liability arising from unauthorized use of your Account.

If you suspect any unauthorized access to your Account or any other breach of security, you agree to notify us immediately.

The person who signs up for the Services is considered the “Account Owner” under these Terms and is the only individual authorized to access and use the associated Account. If you sign up on behalf of an organization or employer, that organization is deemed the Account Owner. The Account Owner is solely responsible for ensuring compliance with these Terms and for any use of the Services linked to the Account. Accounts are non-transferable.

Billing and Payment

All payments and related charges must be made through our designated third-party payment processor (the “PSP”) as specified within the Services. You may be required to create an account with the PSP, accept their terms of service, provide payment details, and complete any necessary verification steps as part of the PSP’s onboarding process (the “PSP Services Agreement”).

By agreeing to these Terms, you confirm that you have reviewed and accepted the PSP Services Agreement. Please note that nao Labs is not a party to the PSP Services Agreement. That agreement is solely between you, the PSP, and any other parties it may involve. We are not responsible for any obligations, liabilities, or disputes arising under or related to the PSP Services Agreement.

All prices and fees shown through the Services are exclusive of any applicable taxes, including but not limited to sales, use, value-added (VAT), goods and services (GST), or other government-imposed fees or charges (“Taxes”). Taxes will be calculated based on the billing address you provide at checkout and will be added at the time your payment is processed.

Unless otherwise specified, all charges are in U.S. dollars (USD), and all payments must be made in U.S. currency.

Representations and Warranties

By using the Services, you represent and warrant that: (i) you are at least 18 years old, or of legal age in your jurisdiction, and capable of entering into binding agreements; and (ii) you have the full legal right and authority to accept these Terms and comply with them. If you are accepting these Terms on behalf of an organization or employer, you represent and warrant that you have the authority to bind that entity to this Agreement.

You further represent and warrant that: (i) you have read, understood, and agree to these Terms and our Privacy Policy; (ii) you will act responsibly and professionally when using the Services and interacting with others; and (iii) you will comply with all applicable local, regional, national, and international laws and regulations.

You agree not to engage in any of the following prohibited activities:

• Copying, distributing, or disclosing any part of the Services outside of permitted uses.
• Using any automated system (other than built-in features of the Services) to access the platform — e.g., bots, scrapers, spiders, etc.
• Sending spam, chain letters, or engaging in phishing or pretexting activities.
• Attempting to interfere with or compromise system security or integrity.
• Violating any laws, regulations, or local ordinances.
• Engaging in illegal activities or encouraging others to do so.
• Uploading viruses, worms, or harmful code.
• Infringing on our intellectual property or that of others.
• Impersonating others or misrepresenting your identity or affiliations.
• Harassing, threatening, or abusing others in any form.
• Engaging in any activity that disrupts or degrades the Services' performance or security.
• Attempting to reverse engineer or decode the Services or its software.
• Bypassing or attempting to bypass security measures or access restrictions.
• Accessing unauthorized accounts or collecting personal data from others.
• Using the Services in a way that violates third-party rights or enables others to do so.

You also represent that, unless explicitly disclosed to us, you do not have any undisclosed interest, motivation, or intent related to your use of the Services that we may reasonably wish to know — such as for journalistic, investigative, or unlawful purposes. You agree to promptly disclose such interests in writing if they arise before or during your use of the Services.

Termination and Suspension

Unless otherwise agreed in writing, either you or nao Labs may terminate these Terms at any time, with or without cause. You may cancel your Account at any time by using the appropriate features within the Services (if available), or by contacting us at claire@getnao.io. Once your Account is cancelled, you will lose access to your Account, profile, and any associated data or content.

Certain provisions of these Terms will survive termination, including those relating to disclaimers, limitations of liability, and indemnification. These provisions will remain in effect even after your access to the Services ends.

We reserve the right to refuse or suspend access to the Services for any reason, at any time. If we believe you have violated any part of this Agreement, we may suspend or terminate your Account with written or email notice. Such action will be effective immediately upon delivery. If your access is terminated, you are prohibited from creating a new Account under your name, a false identity, or on behalf of a third party — even if acting as their representative.

This Agreement remains enforceable even after your right to use the Services is terminated. We reserve the right to take appropriate legal action, including arbitration as outlined in Section 13.

nao Labs may at any time modify, suspend, or discontinue all or part of the Services at our sole discretion. We are not liable for any such changes or interruptions. We also reserve the right to deny account registration if we believe doing so is necessary to protect the safety, integrity, or legitimate interests of the platform or its users.

Upon termination or deletion of your Account, we may permanently delete your data, including any content you've submitted. Once deleted, this data cannot be recovered.

Links to Third-Party Websites

The Services may include links to third-party websites for your convenience and reference. These links do not imply endorsement or affiliation by nao Labs with those websites, their content, or their operators. We do not control third-party sites and are not responsible for their availability, accuracy, or content — including any advertising, products, or services offered through them.

It is your responsibility to evaluate the usefulness and reliability of content from external websites. You acknowledge that nao Labs is not involved in the creation or maintenance of third-party websites and is not liable for any claims or issues arising from your use of such sites. We reserve the right to remove or limit links to third-party sites at our discretion, but are under no obligation to do so.

Your access to third-party websites is governed by their respective terms of service and privacy policies. You access such websites at your own risk. We expressly disclaim any liability related to your use of third-party links or content accessible through the Services. You agree to hold nao Labs harmless from any resulting claims or damages.

As part of the Services, you may choose to connect your nao Labs Account with third-party services or platforms (e.g., Facebook or similar, each a “Third-Party Account”) by either (i) providing your login credentials or (ii) authorizing us to access the Third-Party Account in accordance with its terms of use.

You represent that you have the right to grant nao Labs access to your Third-Party Accounts without breaching any applicable terms, and without requiring us to pay fees or adhere to third-party-imposed usage limits. By linking such accounts, you authorize us to access, store (where applicable), and display content from your Third-Party Account (“SNS Content”), such as friend lists, on your nao Labs profile and within the Services. We may also send or receive data to/from the Third-Party Account as disclosed during the linking process.

Unless otherwise specified, SNS Content is treated as User Generated Content under these Terms. Based on your privacy settings with those third-party platforms, some personal information may become visible on your nao Labs Account. If the Third-Party Account becomes unavailable or access is revoked, the associated SNS Content may no longer be accessible through our Services. You can disable Third-Party Account connections at any time within your account settings.

Please note: your relationship with third-party service providers is governed solely by your agreements with them. nao Labs does not review, monitor, or take responsibility for the accuracy, legality, or appropriateness of any SNS Content.

Intellectual Property Rights

All text, graphics, images, audio, video, software, code, designs, layout, trademarks, logos, and other content (collectively, “Proprietary Material”) that appears through the Services—excluding User Generated Content—is the property of nao Labs or its licensors. Proprietary Material is protected under applicable intellectual property laws and international treaties, including copyright, trademark, and patent laws. This includes the overall look and feel, layout, coordination, and arrangement of such content as a collective work.

You may not copy, download, reproduce, modify, redistribute, or otherwise use any Proprietary Material without express prior written consent from nao Labs, and if applicable, from the rights holder of any User Generated Content. Any unauthorized use is strictly prohibited.

Trademarks, service marks, and logos used within the Services—including the nao Labs name and logo—are owned by nao Labs. All other trademarks and logos are the property of their respective owners. You may not use any of these marks without prior written permission from their owners.

You may choose to—or we may invite you to—submit comments, ideas, or suggestions about our Services (“Feedback”). By submitting Feedback, you agree that it is provided voluntarily, without expectation of compensation, and that we may use it freely without any restrictions. You acknowledge that your submission does not impose any confidentiality or obligation on nao Labs, and that we may use similar ideas previously known to us or obtained independently from other sources.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your internal business purposes. We may revoke this license at any time and for any reason.

The Services, including all underlying content and technology—such as software, graphics, reports, and other materials (collectively, “Company Content”)—remain the exclusive property of nao Labs or its licensors. Nothing in this Agreement grants you any ownership or rights to use the Company Content beyond what is expressly allowed. You agree not to sell, rent, license, modify, distribute, display, perform, publish, or create derivative works from any Company Content unless explicitly permitted by us.

For the purposes of these Terms, “Intellectual Property Rights” refers to all current and future rights under patent, copyright, trade secret, trademark, moral rights, and other similar protections, including all applications, registrations, renewals, and extensions in any jurisdiction.

Your right to use the Services also depends on your continued compliance with all applicable usage guidelines and end-user license agreements related to the App. We reserve the right to update these guidelines and to suspend or terminate your access to the Services if you fail to follow them.

Copyright Complaints and Copyright Agent

nao Labs respects the intellectual property rights of others and expects all users of the Services to do the same. If you believe, in good faith, that any content available on or through the Services infringes your copyright or other intellectual property rights, please send a notice to claire@getnao.io with the following information:

1. A description of the copyrighted work or intellectual property you claim has been infringed, including the URL or specific location within the Services where the allegedly infringing material appears, along with an explanation of why you believe the material constitutes an infringement.
2. The location of the original or authorized version of the copyrighted work — for example, a URL where it is officially published, or the title of a book in which it appears.
3. Your name, mailing address, phone number, and email address.
4. A statement from you, under good faith belief, that the use of the material in question is not authorized by the copyright owner, their agent, or the law.
5. A statement from you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
6. Your physical or electronic signature, or that of the person authorized to act on your behalf.

Upon receiving a valid notice, we will review the claim and take appropriate action, which may include removing or disabling access to the allegedly infringing material.

Confidential Information

You acknowledge that any Confidential Information (as defined below) is a valuable and proprietary asset of nao Labs. You agree not to disclose, share, transfer, or use any Confidential Information for any purpose other than as necessary to access and use the Services in accordance with these Terms.

If necessary, you may share Confidential Information with your employees or agents, provided they are also bound by confidentiality obligations at least as strict as those set forth in this Agreement. You agree to notify nao Labs immediately in writing if you become aware of any actual or suspected unauthorized disclosure, use, or transfer of Confidential Information. You will use best efforts to protect all Confidential Information from unauthorized access or misuse, and you agree to return or destroy all copies of such information upon termination of this Agreement for any reason.

“Confidential Information” means all trade secrets, confidential, and proprietary information of nao Labs that is not publicly available or generally known, and that could confer commercial or strategic value to a third party. This includes, but is not limited to: technical data, know-how, research, product plans, software, features, designs, engineering details, financial information, customer or partner data, business strategies, marketing plans, and all other business, operational, or technological information disclosed verbally, in writing, visually, or otherwise.

Confidential Information also includes information related to nao Labs' team members, users, and vendors, and applies to all forms of disclosure—whether oral, visual, or written. You agree to treat all such information as strictly confidential, both during the term of this Agreement and afterward.

Disclaimer of Warranties

The Services are provided on an “as is” and “as available” basis, without warranties of any kind—express, implied, or statutory. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. nao Labs makes no representations or guarantees regarding the accuracy, completeness, reliability, or usefulness of any content provided through the Services or linked third-party websites.

To the fullest extent permitted by law, nao Labs disclaims all liability for any:

• Errors or inaccuracies in any content accessed via the Services;
• Personal injury or property damage resulting from your access to or use of the Services;
• Unauthorized access to or use of our servers or any personal or financial information stored on them;
• Events outside of our reasonable control.

Under no circumstances will nao Labs, its affiliates, or their partners be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages. This includes, but is not limited to, damages for loss of profits, data, goodwill, business interruption, computer or system failure, inability to access or use the Services, or the cost of substitute products or services—even if we were advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such cases, some of the above limitations may not apply to you to the extent prohibited by law.

If, despite these disclaimers, it is determined that nao Labs or its affiliates are liable for any damages, then—subject to applicable law—our total aggregate liability for any claim, whether in contract, tort, or otherwise, will not exceed the greater of: (i) the total amount you paid to nao Labs for the Services during the six months preceding the claim, or (ii) one hundred U.S. dollars ($100).

Indemnification

You agree to indemnify, defend, and hold harmless nao Labs and its officers, directors, employees, agents, attorneys, insurers, affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable legal fees) arising from or relating to:

• Your use of or inability to use the Services;
• Your violation of these Terms or any applicable laws or regulations;
• Your infringement of any rights of a third party, including intellectual property or privacy rights;
• Any content you submit to or through the Services using your Account, including content that may infringe upon the rights of others or violate any laws;
• Your use of automated tools (such as bots, spiders, scrapers, or crawlers) or any other action that places an unreasonable load on our infrastructure.

nao Labs reserves the right, at its own expense and in its sole discretion, to assume the exclusive defense and control of any matter that would otherwise be subject to your indemnification. In such case, you agree to cooperate fully with our defense of that matter. You may not settle any claim or dispute without the prior written consent of nao Labs.

Dispute Resolution – Arbitration & Class Action Waiver

Please read this section carefully — it affects your legal rights. It outlines how you and nao Labs agree to resolve any disputes. With limited exceptions, you agree to resolve all disputes through final and binding arbitration on an individual basis.

Initial Resolution Attempt

If any dispute or claim arises related to your use of the Services, you agree to first contact us at claire@getnao.io to attempt to resolve the issue informally. If a resolution is not reached within 30 days of your notice (delivered via certified mail or personal delivery), the matter will be deemed a “Dispute” and may proceed to arbitration. If you initiate legal or administrative action before attempting informal resolution, you waive the right to recover attorneys' fees—even if such fees might otherwise be available.

Binding Arbitration

All Disputes (as defined above) will be resolved through final, binding arbitration, unless the claim qualifies to be brought in small claims court and is pursued on an individual basis. Each party retains the right to seek equitable or injunctive relief in a court of competent jurisdiction to prevent infringement of its intellectual property rights. Both you and nao Labs waive the right to a jury trial.

Class Action Waiver

You agree to resolve all Disputes individually. You may not bring a claim as a plaintiff or class member in any class, consolidated, or representative action. Unless agreed otherwise, the arbitrator may not consolidate multiple claims or preside over any form of class proceeding.

Arbitration Administration

The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this section. More information about AAA Rules can be found at www.adr.org or by calling 1-800-778-7879.

Arbitration Process

To initiate arbitration, you must deliver a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be selected from the AAA's list of qualified arbitrators, either by mutual agreement or, if none is reached within seven days, appointed by the AAA.

Location and Procedure

Unless otherwise agreed, arbitration will be conducted in Delaware. For claims under $10,000, arbitration will be based solely on written submissions unless a hearing is requested and deemed necessary. For claims over $10,000, the AAA Rules will determine whether a hearing is required. The arbitrator may permit document exchange and conduct hearings by video or phone if appropriate.

Arbitrator's Decision

The arbitrator will apply Delaware law in accordance with the Federal Arbitration Act and applicable statutes of limitation. Any award must align with the “Disclaimers and Limitations of Liability” section of these Terms. The arbitrator may grant only such relief as necessary to resolve the individual claim. The arbitrator's decision may be enforced in any court with jurisdiction.

Fees

Responsibility for arbitration-related fees will be determined in accordance with the AAA Rules and based on the specific circumstances of the arbitration.

Governing Law

Unless otherwise stated in Section 13 (Dispute Resolution) or agreed upon in writing, these Terms and your use of the Services will be governed by the laws of the State of Delaware, without regard to conflict of law principles. This choice of law provision is intended solely to specify the law that will apply to the interpretation of these Terms.

No Agency; No Employment

This Agreement does not create any agency, partnership, joint venture, employment, or franchise relationship between you and nao Labs. You understand and agree that no such relationship is intended or implied by your use of the Services.

General Provisions

Failure by nao Labs to enforce any part of these Terms will not be considered a waiver of our rights or of any provision. These Terms constitute the entire agreement between you and nao Labs regarding your use of the Services and supersede all prior or contemporaneous communications, whether oral or written.

Each provision of this Agreement is intended to be interpreted in a way that makes it valid and enforceable under applicable law. Except for the “Class Action Waiver” in Section 13, if any provision of these Terms is found to be invalid, illegal, or unenforceable, then that provision will be modified or limited to the extent necessary to make it valid. If it cannot be modified, it will be severed from the Agreement without affecting the enforceability of the remaining terms.

You may not assign or transfer your rights or obligations under these Terms without prior written approval from nao Labs. Any attempted assignment without such consent will be null and void. nao Labs may freely assign or transfer this Agreement without your consent, including to a parent company, a subsidiary, an acquirer of our assets, or any successor by merger or acquisition.

These Terms will remain in effect and binding on all successors and permitted assigns of both you and nao Labs.

Changes to this Agreement and the Services

nao Labs reserves the right, at its sole discretion, to update, modify, add to, or remove any part of these Terms, the Privacy Policy, or the Services at any time. This includes the right to revise or discontinue, temporarily or permanently, any aspect of the Services or related content, with or without prior notice and without liability.

We may attempt to notify you of material changes—such as via email—but are not liable if such notice is not received. If any future updates to these Terms are unacceptable to you, or if you are no longer able to comply with them, you must stop using the Services immediately and close your Account.

By continuing to use the Services after changes are published, you confirm your acceptance of the revised Terms. We may also impose limits on certain features or restrict your access to some or all of the Services at our discretion, without notice or liability.

No Rights of Third Parties

These Terms are entered into between you and nao Labs. No third party shall have any rights to enforce or benefit from any provision of this Agreement.

Notices and Consent to Receive Notices Electronically

You consent to receive all notices, agreements, disclosures, and other communications (“Notices") from nao Labs electronically. This includes, but is not limited to, emails or posts made through the Services. You agree that such electronic communications satisfy any legal requirements that notices be in writing.

Unless otherwise stated in these Terms, all legal notices must be in writing and are considered delivered when: (i) personally delivered or sent via certified or registered mail with return receipt requested; (ii) electronically confirmed as received if sent by email; or (iii) received the following business day if sent by a recognized overnight courier service.

Contacting Us

If you have any questions about these Terms of Service or the Services, you may contact us at claire@getnao.io.