Terms of Service

Effective: September 4, 2026

These Terms of Service (the “Terms”) are a binding agreement between Ncarnate Inc., a Nevada corporation (“Ncarnate,” “we,” “us,” or “our”), and the person or organization accessing or using the Services (“you”). These Terms govern your access to and use of Ncarnate's websites, software, applications, APIs, integrations, documentation, and related services (collectively, the “Services”).

A person acting on behalf of an organization represents that they have authority to bind that organization to these Terms. If you do not agree to these Terms, do not access or use the Services.

The Services are currently in private alpha and are offered on a limited, pre-release basis for evaluation and testing. They may connect to communication channels, AI model providers, files, software systems, devices, and other third-party services and may generate messages, recommendations, or actions. You remain responsible for deciding what to connect, what instructions to give, and whether to approve, send, or act on any result.

Important: Sections 12 through 15 contain warranty disclaimers, limits on Ncarnate's liability, your indemnification obligations, and an exclusive Nevada court provision. Please review them carefully.

1. Eligibility and acceptance

You must be at least 18 years old and legally able to enter into these Terms. These Terms take effect when you accept them or access or use the Services.

Our Privacy Policy explains how we handle personal information.

2. Evaluation access

Subject to these Terms, Ncarnate gives you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and documentation solely for evaluation, testing, and feedback.

The Services are not currently licensed for commercial or production use. Unless Ncarnate authorizes it in writing, you may not use the Services or their output:

• in production or as a dependency for ongoing operations;
• to provide a product or service to a customer or other third party;
• in a customer-facing workflow;
• to generate revenue or make a live operational decision; or
• for any purpose other than evaluation and testing.

3. Accounts, credentials, and security

Provide accurate account information and keep it current. If you use the Services for an organization, you may allow only authorized personnel to access them, and you are responsible for their compliance with these Terms.

Keep account credentials, API keys, access tokens, and connected-service credentials confidential. Do not share an individual account or expose credentials in client-side code, public repositories, logs, or other insecure locations. You are responsible for activity initiated through your accounts and credentials.

If you suspect unauthorized access, promptly notify legal@ncarnate.ai and revoke or rotate the affected credentials.

4. Your systems and connected services

You control which accounts, data sources, tools, communication channels, and services you connect to the Services. You represent that you have all rights, permissions, notices, and consents needed to connect and use them and to instruct Ncarnate to process data or take an action through them.

You are responsible for:

• configuring access using least privilege;
• reviewing recipients, content, parameters, and consequences before authorizing an action;
• maintaining appropriate human review and independent safeguards;
• complying with applicable laws and the terms of each connected service; and
• monitoring and promptly stopping unintended, unauthorized, or unsafe behavior.

Third-party services are governed by their own terms and privacy policies. Their availability, security, outputs, and actions are outside Ncarnate's control. Ncarnate is not responsible for a third-party service or for loss caused by your configuration, instruction, authorization, or use of that service.

The Services have no authority to accept third-party terms, enter contracts, make representations, incur charges, transfer funds, or otherwise bind you or anyone else unless Ncarnate has authorized that capability in writing and you have supplied all required approvals.

5. Safety and prohibited uses

The Services are not designed or approved for safety-critical or high-risk use. Do not connect them to any system in which their output or failure could move, start, stop, steer, energize, release, alter, or otherwise physically actuate machinery or equipment.

Do not use the Services to operate or supervise vehicles, robots, industrial or laboratory equipment, weapons, medical devices, emergency systems, life-support systems, utilities, or critical infrastructure. Any exception requires prior written authorization from Ncarnate.

You also may not:

1. sell, resell, rent, lease, sublicense, distribute, time-share, or make the Services available to anyone other than your authorized users;
2. copy, modify, create derivative works of, reverse engineer, decompile, or attempt to discover source code or nonpublic components of the Services, except where this restriction is prohibited by law;
3. bypass access controls, usage limits, protective measures, or security mechanisms, or probe the Services for vulnerabilities without Ncarnate's prior written permission;
4. use nonpublic information about the Services to build, train, benchmark, validate, or improve a competing product or model;
5. publish benchmarks, security findings, screenshots of nonpublic features, or other nonpublic performance information without Ncarnate's prior written permission;
6. use the Services to violate law or another person's rights; deceive, defraud, impersonate, harass, discriminate, surveil without authority, or gain unauthorized access; or generate or distribute malware, spam, or unlawful communications;
7. use the Services as the sole basis for decisions affecting a person's employment, credit, housing, insurance, education, health care, legal rights, access to essential services, or similarly significant interests;
8. submit protected health information, consumer health data, payment-card data, government identification numbers, biometric identifiers, classified information, export-controlled technical data, or other specially regulated data unless Ncarnate has authorized that data category in writing; or
9. remove proprietary notices or misrepresent the source, reliability, or human review of any output.

6. Customer Content and data

“Customer Content” means information and other content that you or your authorized users submit, connect, or direct the Services to process, together with output generated specifically from that content.

You retain your rights in Customer Content. You grant Ncarnate a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, copy, transmit, display, modify, distribute, and otherwise use Customer Content to operate, provide, secure, support, analyze, develop, and improve the Services and related technologies; comply with law; enforce these Terms; prevent abuse; and exercise Ncarnate's rights under these Terms. This license extends to anyone acting for Ncarnate and continues while Ncarnate possesses Customer Content.

For information received through Google Workspace APIs and information derived from it, this license is limited by the Google API Services User Data Policy, including the Limited Use requirements.

Ncarnate may use aggregated or de-identified information for any lawful purpose.

You represent that Customer Content and your instructions do not violate law, these Terms, a confidentiality obligation, or another person's intellectual-property, privacy, publicity, contractual, or other rights. Do not submit information you are not authorized to provide.

Our handling of personal information is described in the Privacy Policy.

7. Output and human review

The Services and connected AI providers may produce inaccurate, incomplete, offensive, harmful, outdated, or non-unique output. Output may not be suitable for your purpose or protectable by intellectual-property rights. Other users may receive similar or identical output.

As between you and Ncarnate, and to the extent permitted by law, you own any rights Ncarnate may have in output generated specifically for you. This does not grant rights in third-party material, Ncarnate Technology, or other users' content, and it does not expand the evaluation rights in Section 2.

You must independently review and verify output before relying on, sending, publishing, or acting on it. The Services are not a substitute for professional, legal, medical, financial, engineering, safety, or compliance advice. You are responsible for decisions, communications, and actions you make or authorize using the Services.

8. Ncarnate technology and intellectual property

Ncarnate and its licensors retain all rights, title, and interest in the Services and their underlying APIs, software, models, orchestration, interfaces, workflows, templates, documentation, designs, inventions, know-how, methods, ideas, concepts, generalized learnings, non-customer-specific configurations, improvements, and related intellectual-property rights (collectively, “Ncarnate Technology”). Customer Content is not Ncarnate Technology.

Except for the limited right granted in Section 2, no right or license is granted by implication or otherwise. No ownership transfers under these Terms. Ncarnate's names, logos, product names, and trade dress may not be used without Ncarnate's prior written permission.

9. Feedback

You are not required to provide ideas, suggestions, evaluations, bug reports, or other feedback (“Feedback”). Feedback does not include Customer Content or information you clearly identify as confidential.

If you provide Feedback, you grant Ncarnate a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable, non-exclusive license to use, reproduce, modify, distribute, commercialize, and otherwise exploit it for any purpose without restriction, attribution, or compensation.

10. Confidentiality and publicity

“Confidential Information” means nonpublic information shared between the parties. Ncarnate's Confidential Information includes all nonpublic information about Ncarnate, the Services, Ncarnate Technology, security, performance, pricing, and product or business plans, whether or not marked confidential. Your Confidential Information includes nonpublic Customer Content and other information you clearly identify as confidential when sharing it. Feedback and aggregated or de-identified information are not your Confidential Information.

Each party will use the other's Confidential Information only as permitted by these Terms and protect it with reasonable care. You may share Ncarnate's Confidential Information only with authorized personnel and advisers who need it and must protect it. Ncarnate may share your Confidential Information with its affiliates, employees, contractors, service providers, advisers, auditors, insurers, financing sources, investors, and potential acquirers who need it and must protect it.

These obligations do not apply to information that is public through no breach of these Terms, already lawfully known, lawfully received without restriction, or independently developed. Either party may disclose information when required by law. These obligations last for three years after disclosure; trade secrets remain protected while they qualify as trade secrets.

If you use the Services for an organization, Ncarnate may identify that organization as a current or former user and display its name and logo on Ncarnate's website and in investor, sales, and marketing materials.

11. Changes, suspension, and termination

Ncarnate may modify, limit, suspend, or discontinue any part of the Services or your access at any time, with or without notice, for any reason or no reason. Ncarnate has no obligation to provide support, preserve functionality or compatibility, or retain, return, or export Customer Content.

You may stop using the Services at any time. When access ends, your rights under Section 2 end, and you must stop using the Services and Ncarnate's Confidential Information.

Ncarnate is not liable for any change to the Services or any suspension, termination, loss of access, or loss of Customer Content.

12. No warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, NCARNATE TECHNOLOGY, DOCUMENTATION, SUPPORT, AND OUTPUT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” USE IS AT YOUR SOLE RISK. NCARNATE AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

NCARNATE DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE ACCURATE, COMPLETE, SECURE, UNINTERRUPTED, ERROR-FREE, AVAILABLE, OR SUITABLE FOR PRODUCTION; THAT DEFECTS WILL BE CORRECTED; THAT DATA WILL BE PRESERVED; OR THAT AN ACTION, MESSAGE, INTEGRATION, OUTPUT, OR THIRD-PARTY SERVICE WILL WORK AS EXPECTED.

Some jurisdictions do not allow certain warranty exclusions, so some of these exclusions may not apply to you.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NCARNATE AND ITS AFFILIATES, LICENSORS, AND THEIR PERSONNEL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, USE, GOODWILL, OR DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR DAMAGES ARISING FROM AN UNAUTHORIZED OR UNINTENDED COMMUNICATION, ACTION, INTEGRATION, OUTPUT, OR THIRD-PARTY SERVICE, EVEN IF ADVISED THAT THE DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE AMOUNT YOU PAID NCARNATE FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

These limits apply regardless of the form or theory of liability and even if a remedy fails of its essential purpose. They do not limit liability that cannot lawfully be excluded or limited.

14. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless Ncarnate, its affiliates, licensors, and their personnel from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys' fees arising from:

• Customer Content or your instructions;
• your connected accounts, communications, decisions, or actions;
• your access to or use of the Services;
• your breach of these Terms; or
• your violation of law or another person's rights.

This obligation does not apply to the extent a claim was caused by Ncarnate's gross negligence or willful misconduct. Ncarnate may control the defense and settlement of a claim at your expense. You will cooperate with the defense and may not settle a claim without Ncarnate's prior written consent.

15. Governing law and courts

Nevada law governs these Terms and any dispute arising from them, without regard to conflict-of-law rules. The state and federal courts located in Clark County, Nevada have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Changes to these Terms

Ncarnate may update these Terms at any time in its discretion. Unless Ncarnate states otherwise, updates take effect when posted. Your continued use of the Services after an update takes effect means you accept the updated Terms.

If you do not agree to an update, stop using the Services.

17. General

These Terms, any separate nondisclosure agreement between the parties, and any written pilot authorization signed by Ncarnate are the entire agreement concerning the Services and supersede prior or contemporaneous discussions on that subject. A written pilot authorization controls only for the capability and period it expressly covers. A separate nondisclosure agreement controls if it conflicts with Section 10.

You may not assign or transfer these Terms without Ncarnate's prior written consent. Ncarnate may assign them to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all of the relevant business or assets.

If a provision is unenforceable, it will be modified to the minimum extent necessary, and the rest will remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience. “Including” means “including without limitation.”

The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, fiduciary, employment, franchise, or exclusive relationship. There are no third-party beneficiaries.

Ncarnate is not liable for any delay or failure caused by circumstances beyond its reasonable control.

Sections that by their nature should survive termination do survive, including Sections 3 and 6 through 17.

You consent to receive legal and service communications electronically. Notices to Ncarnate under these Terms must be sent to legal@ncarnate.ai.

18. Contact

Questions about these Terms may be sent to:

Ncarnate Inc.
732 S 6th St #7252
Las Vegas, NV 89101, USA
Email: legal@ncarnate.ai