Phase Zero / Founder Presale
Founder Priority Seats are presale reservations only. No immediate product delivery. No equity, token, security, ownership interest, or investment return is offered or implied. All purchases are final. Read all terms before purchasing.
By purchasing, reserving, registering, or otherwise accessing a Phase Zero Founder Priority Seat, or by clicking any agreement button or completing any payment, you ('Buyer') confirm that you have read, understood, and agree to be legally bound by these Terms of Service ('Terms'). If you do not agree to all of these Terms in full, you must not complete the purchase or access any NOUS Industries platform, service, or material.
You must be at least 18 years of age and have full legal capacity to enter binding contracts in your jurisdiction. If purchasing on behalf of a legal entity, you represent and warrant that you have authority to bind that entity. NOUS Industries may request verification of identity, age, jurisdiction, or authority at any time. Purchases are void where prohibited by law.
A Phase Zero Founder Priority Seat is strictly a presale reservation and priority queue allocation for future access to the NOUS Industries platform. It does not constitute immediate product delivery, a live deployment, a functioning software license, a guarantee of any specific feature, module, integration, or capability, or any promise that the product will be released on any specific date or in any specific form. NOUS Industries makes no commitment that any feature described on its website, in marketing materials, or in any communication will be available at the time of onboarding.
Current target delivery is 2027. This date is an estimate only and is subject to change without notice. Access, onboarding, feature availability, tier benefits, and platform capacity may be staged, phased, limited, modified, restructured, delayed indefinitely, or conditioned on technical readiness, regulatory compliance, third-party dependencies, force majeure events, or operational decisions at the sole discretion of NOUS Industries. No delay constitutes a breach or gives rise to a refund right unless required by applicable law.
The seat grants a priority queue position for the selected Phase Zero tier: Demiurge, ÆSIR, or Yggdrasil. All tier names, descriptions, benefits, allocations, pricing, quantities, onboarding processes, included features, and roadmap timelines are subject to modification without notice as the platform matures. NOUS Industries reserves the right to restructure, rename, merge, discontinue, or reconfigure tiers at any time.
A Founder Priority Seat is not and shall not be construed as equity, stock, membership interest, debt instrument, convertible note, token, cryptocurrency, digital asset, security, investment contract, ownership interest, voting right, dividend right, profit-sharing arrangement, or any promise of financial return, in NOUS Industries or any of its affiliated or subsidiary entities. Nothing herein or in any communication from NOUS Industries constitutes an offer to sell or solicitation to buy any security. Buyer acknowledges that no regulatory authority has reviewed, approved, or endorsed this purchase.
All purchases are final, non-refundable, and non-cancellable except: (a) where a refund is expressly required by the mandatory consumer protection laws of Buyer's jurisdiction of residence, or (b) where NOUS Industries has provided written authorization of a refund in its sole discretion. Buyer agrees not to initiate chargebacks, payment disputes, or reversals except in cases of unauthorized transaction. Fraudulent, abusive, or bad-faith chargebacks may result in permanent access revocation, legal action, and recovery of costs.
Buyer represents and warrants that they are not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. government sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, or Luhansk regions. Buyer represents they are not listed on any U.S. government restricted-parties list including the OFAC SDN list, the BIS Entity List, or equivalent lists of other jurisdictions. NOUS Industries may refuse, suspend, or terminate any account that fails to meet these requirements without liability.
NOUS Industries may, at any time, require identity verification, KYC/AML screening, jurisdiction confirmation, fraud review, sanctions screening, or other compliance checks as a condition of onboarding or continued access. NOUS Industries may refuse, pause, revoke, or cancel access at its sole discretion where required by law, regulation, platform security, or operational integrity, without liability for any resulting loss.
All Phase Zero materials, software, demonstrations, AI systems, interfaces, models, documentation, APIs, research outputs, datasets, and infrastructure are provided on a strictly experimental, pre-release, 'as is,' and 'as available' basis. They may contain errors, bugs, incomplete behavior, breaking changes, data loss risks, instability, inaccuracies, or material limitations not disclosed in advance. NOUS Industries reserves the right to modify, deprecate, or terminate any element of the platform at any time.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOUS INDUSTRIES AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND LICENSORS ('NOUS PARTIES') EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, UNINTERRUPTED OR ERROR-FREE OPERATION, SECURITY, PROFITABILITY, OR SUITABILITY FOR PRODUCTION USE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE NOUS PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OPPORTUNITY, ANTICIPATED SAVINGS, OR REPUTATION, ARISING OUT OF OR RELATED TO THESE TERMS, THE PURCHASE, OR ANY USE OR INABILITY TO USE THE PLATFORM, EVEN IF NOUS INDUSTRIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE NOUS PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE PURCHASE, OR THE PLATFORM WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY BUYER TO NOUS INDUSTRIES FOR THE SPECIFIC PHASE ZERO SEAT THAT IS THE SUBJECT OF THE CLAIM, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.
Buyer shall defend, indemnify, and hold harmless the NOUS Parties from and against any and all claims, actions, proceedings, damages, liabilities, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Buyer's access to or use of the platform; (b) Buyer's data, content, or integrations; (c) Buyer's breach of these Terms; (d) Buyer's violation of any law or third-party right; (e) Buyer's fraud, willful misconduct, or negligence; or (f) any representations made by Buyer about NOUS Industries without authorization.
All NOUS Industries names, brands, trade names, trademarks, service marks, logos, source code, machine learning models, architectures, algorithms, methods, designs, documentation, interfaces, visual elements, and any related proprietary materials ('IP') are and remain the exclusive property of NOUS Industries or its licensors. No right, title, or interest in any IP is transferred to Buyer through a seat purchase. Buyer receives no license to use the NOUS brand, name, or marks for any commercial purpose without prior written consent.
Buyer may not: (a) reverse engineer, decompile, disassemble, reconstruct, or attempt to derive the source code or underlying models of any NOUS system; (b) copy, modify, distribute, or create derivative works; (c) scrape, crawl, or extract data from any NOUS platform; (d) benchmark or test any NOUS system for the purpose of developing a competing product or service; (e) circumvent, disable, or attack any access control, security measure, or rate limit; (f) share access credentials; (g) remove, obscure, or alter any proprietary notices; or (h) use the platform for any unlawful or unauthorized purpose.
Any non-public information disclosed to Buyer in connection with Phase Zero — including technical architecture, source code, model details, pricing exceptions, roadmap information, business strategies, access credentials, onboarding communications, and unpublished demonstrations — is confidential ('Confidential Information'). Buyer may not disclose, publish, reproduce, or use Confidential Information for any purpose other than evaluating their own access. This obligation survives termination of these Terms for a period of five (5) years.
Buyer may not use NOUS systems, infrastructure, or data for: (a) any unlawful, fraudulent, or deceptive activity; (b) infringement of third-party intellectual property rights; (c) distribution of malware, ransomware, or malicious code; (d) unauthorized access to systems, credentials, or data; (e) creation or distribution of content that is defamatory, harassing, abusive, or hateful; (f) automated attacks, denial-of-service, or load testing without authorization; (g) impersonation of NOUS Industries or its personnel; or (h) any use that violates applicable law or regulation.
Buyer is solely responsible for the legality, accuracy, security, backup, and proper authorization of any data, credentials, files, third-party accounts, or systems connected to NOUS. NOUS Industries is not responsible for Buyer-side data loss, breaches, unauthorized access, third-party service failures, misconfiguration, or any consequences arising from integrations initiated by Buyer. Buyer represents they have all necessary rights and permissions to connect any data or system to NOUS.
NOUS Industries' collection and processing of personal data is governed by its Privacy Policy, which is incorporated herein by reference. By purchasing a seat, Buyer consents to the collection, use, and processing of personal information as described therein, including for compliance, security, communications, and product improvement. To the extent applicable, NOUS Industries will comply with GDPR, CCPA, and other applicable data protection laws.
NOUS Industries shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, civil unrest, government action, cyberattacks, supply chain failures, power outages, internet failures, regulatory changes, or any third-party service disruption. During any force majeure event, NOUS Industries' obligations are suspended for the duration of the event.
NOUS Industries may suspend, restrict, or permanently revoke Buyer's Phase Zero seat and access at any time, with or without notice and without liability, for: (a) breach of these Terms; (b) fraudulent, abusive, or unauthorized activity; (c) legal or regulatory requirements; (d) platform security or integrity; (e) non-payment; or (f) any other reason at NOUS Industries' sole discretion. Upon termination, all licenses and access rights granted hereunder immediately cease.
Phase Zero seats are personal or entity-specific and are non-transferable. Buyer may not sell, assign, sublicense, delegate, pledge, gift, or otherwise transfer any seat or any rights under these Terms to any third party without the prior express written consent of NOUS Industries. Any attempted transfer in violation of this provision is void and may result in immediate revocation without refund.
NOUS Industries reserves the right to modify these Terms, product scope, tier descriptions, pricing structure, access mechanics, seat benefits, roadmap, and platform features at any time, for any reason, without prior notice. The most current version of these Terms will be posted at this URL. Continued use of or access to any NOUS platform or service following a modification constitutes acceptance of the revised Terms.
These Terms, together with the Privacy Policy and any written agreements expressly incorporated by reference, constitute the entire agreement between Buyer and NOUS Industries regarding the subject matter hereof, and supersede all prior negotiations, representations, warranties, and understandings. If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and all other provisions will remain in full force and effect.
NOUS Industries' failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision must be in writing and signed by an authorized officer of NOUS Industries to be effective.
ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE PURCHASE, OR THE PLATFORM WILL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ('AAA') UNDER ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION WILL TAKE PLACE IN DELAWARE AND WILL BE CONDUCTED IN ENGLISH. THE ARBITRATOR'S DECISION WILL BE FINAL AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL. THIS DOES NOT APPLY WHERE PROHIBITED BY APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BUYER EXPRESSLY WAIVES ANY RIGHT TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING AGAINST NOUS INDUSTRIES. ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY. If this waiver is found unenforceable in any jurisdiction, the arbitration clause will not apply to that claim in that jurisdiction.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-law principles. For any matter not subject to arbitration, Buyer consents to exclusive personal jurisdiction and venue in the state and federal courts located in Delaware. If Buyer is located in a jurisdiction with mandatory consumer protection laws that cannot be waived by contract, those laws apply to the extent required.