Terms of Service
Last Updated: January 6, 2025
1. Order Forms; Access to the Service
Naro grants customers a nonexclusive, limited, personal, nonsublicensable, nontransferable license to use the Service for internal business purposes only, as specified in the applicable Order Form.
2. Implementation
Standard implementation assistance is provided upon payment of fees as specified in Order Forms. Additional services beyond agreed hours are billable at Naro's current hourly consultation rates.
3. Support; Service Levels
Support is provided according to the selected package and Naro's Support and Availability Policy (Exhibit A).
4. Service Updates
Naro may provide upgrades and patches without additional charge and reserves the right to make improvements at its discretion with commercially reasonable efforts for prior notice of major changes.
5. Ownership; Feedback
Naro retains all intellectual property rights to the Service. Customer grants Naro a nonexclusive, worldwide, perpetual, irrevocable license to use any feedback provided.
6. Fees; Payment
Fees are invoiced annually in advance, payable within 30 days in U.S. dollars. Past due invoices accrue interest at 1.5% monthly or the maximum legal rate. All fees are non-refundable and non-offsettable.
7. Restrictions
Customers may not reverse engineer, modify, copy, distribute, or use the Service to build competing products. Customers must comply with all applicable laws and respect third-party rights.
8. Customer Data
Customers retain ownership of their data but warrant they have rights to provide it. Naro may use data to generate Aggregated De-Identified Data for business purposes. Accounts 90 or more days delinquent face irretrievable data deletion.
9. Third Party Integrations
Customers are responsible for integrations with third-party services and maintaining necessary permissions. Naro makes no warranties regarding third-party integrations.
10. Term; Termination
Agreements auto-renew for equal periods unless either party provides 30 days' notice before the renewal date. Material breaches allow termination after a 30-day cure period. Naro may suspend access if accounts are 60 or more days overdue or if usage damages the Service.
11. Indemnification
Each party indemnifies the other against third-party IP infringement claims. Naro's obligations exclude non-Naro-created content, customer-specified modifications, and uses outside of the agreement terms.
12. Disclaimer
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13. Limitation of Liability
Liability is capped at fees paid in the prior 12 months, excluding indemnification obligations and customer breaches of restrictions.
14. Miscellaneous
This Agreement is governed by the laws of the State of California with exclusive venue in San Francisco. Order Forms control in the event of conflicts. Either party may assign this Agreement to successors; Naro may use subcontractors.
Exhibit A — Support and Availability Policy
Naro targets 99% monthly availability, responding to outages within 8 hours (during business hours) or by the next business day. Downtime credits apply if availability falls below 97.5%:
- 5% credit for availability between 97.5% and 98.9%
- 10% credit for availability below 97.4%
Credits must be claimed within 72 hours of the downtime occurrence. Customers may designate up to 2 support contacts for all support requests.