Terms of Service

1. Acceptance of Terms

By accessing or using Nabu ("the Service," "we," "our," or "us"), you ("you," "your," "User") agree to be bound by these Terms of Service ("Terms"). If you do not agree to all provisions of these Terms, you must not access or use the Service.

Age Requirement: You must be at least 13 years of age to use the Service. If you are between 13 and 17 years old, you confirm you have reviewed these Terms with a parent or guardian and they consent to your use of the Service. If you are under 13, you may not use the Service.

Authority to Accept: By accepting these Terms, you represent that you have the legal authority to bind yourself to these Terms.

Binding Effect: These Terms constitute a legally binding agreement between you and Nabu. They govern your access to and use of the Service, including any content, functionality, and services offered.

2. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes as follows:

Your Option Upon Adverse Changes: If you do not agree to a material adverse change, you may terminate your account within the 30-day notice period and receive a pro-rata refund for any prepaid subscription fees. Continued use after the effective date constitutes acceptance of the modified Terms.

Archived Versions: Previous versions of these Terms are available upon request.

3. Account Registration & Security

3.1 Account Creation

To access most features of the Service, you must create an account. You may register using social authentication (Google, GitHub).

3.2 Accuracy

You represent that all registration information is accurate, current, and complete. You must update your information promptly if it changes.

3.3 Single-User Account

Each account is for a single individual. You may not share your login credentials or allow others to access your account.

3.4 Security Responsibilities

You are responsible for:

• Maintaining the confidentiality of your password and login credentials
• All activity that occurs under your account
• Notifying us immediately of any unauthorized use at projectnabu.support@gmail.com

3.5 Suspension Rights

We may suspend or terminate your account immediately without notice if:

• You violate these Terms or any applicable policy
• Your account is compromised or used for unauthorized purposes
• Your payment method fails and remains unresolved after notice

4. Subscriptions & Payments

4.1 Pricing Model

The Service operates on a subscription basis with Free and Pro tiers. Current pricing and feature details are displayed on our pricing page and incorporated by reference. We reserve the right to adjust pricing at any time; changes will be communicated in accordance with Section 2 (Changes to Terms).

4.2 Billing

4.3 Payment Authorization

By providing a payment method, you authorize us (via Stripe) to charge the applicable fees plus any taxes on the selected billing cycle.

4.4 Refund Policy

4.5 Late Payment & Suspension

If payment fails (e.g., expired card, insufficient funds):

1. We will notify you and attempt re-billing within 5 business days.
2. After 10 days of non-payment, access to paid features may be suspended.
3. After 30 days of non-payment, your account may be terminated and data deleted per our Data Retention policy (see Privacy Policy).

4.6 Price Changes

We may change subscription fees with 30 days' notice. Price increases will not apply during your current billing period if you are on a fixed-price plan.

5. License Grant

5.1 Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your personal academic research purposes.

5.2 Restrictions

You agree not to:

6. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. Prohibited uses include:

• Misrepresentation: Falsifying academic credentials, research history, or identity
• Plagiarism: Submitting AI-generated outreach emails or reports as your own original work without appropriate disclosure
• Harassment: Using the Service to contact researchers or faculty in a harassing, abusive, or spam-like manner
• Illegal content: Uploading or transmitting content that violates applicable law or infringes third-party rights
• Malicious code: Uploading files containing viruses, malware, or other harmful code
• Violation of third-party terms: Using our AI-generated outputs in violation of Google's Gemini API usage policies

Monitoring & Enforcement: We reserve the right to review, monitor, and remove content at our sole discretion. We may suspend or terminate accounts for violations.

7. User Content & Data Ownership

7.1 Ownership

You retain all ownership and intellectual property rights to content you submit, upload, or provide through the Service ("User Content"). This includes CVs, transcripts, research statements, preferences, and any other materials.

7.2 License to Operate

By submitting User Content, you grant us a non-exclusive, royalty-free, worldwide, sub-licensable (through our subprocessors) license to use, store, reproduce, modify (for formatting/display purposes), and process your User Content solely for the purpose of providing and operating the Service. This license terminates within 90 days of account deletion or content removal, subject to backup and legal retention schedules.

7.3 AI Output Advisory

AI-generated reports, recommendations, and communications produced by the Service are derived from your User Content and third-party data. While we aim for accuracy, AI outputs may contain errors, omissions, or inaccuracies. You should independently verify AI-generated information before relying on it.

7.4 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us an unrestricted, irrevocable, perpetual right to use such Feedback without compensation to you.

8. Service Level & Availability

8.1 Availability

We aim for high availability of the Service, but we do not guarantee a specific uptime percentage or offer service credits for downtime. The Service depends on third-party infrastructure (Vercel, Supabase) that is outside our direct control.

8.2 Exclusions

We are not liable for unavailability caused by:

• Your equipment, network, or third-party services (your ISP, cloud providers, authentication providers)
• Scheduled maintenance with reasonable advance notice
• Force majeure events (natural disasters, war, pandemics, government action)
• Beta features, preview releases, or experimental functionality

8.3 Lab Directory Data

The research opportunity directory is aggregated from publicly available sources and may not be complete, current, or accurate. We make no guarantee regarding the availability, accuracy, or timeliness of third-party lab listings.

9. Intellectual Property

9.1 Our IP

The Service, including its software, design, layout, text, graphics, logos, and underlying technology, is owned by Nabu and protected by copyright, trademark, and trade secret laws. Except for the license granted in Section 5, no rights are conferred.

9.2 DMCA / Copyright Takedown

We comply with the Digital Millennium Copyright Act (DMCA). If you believe content on our Service infringes your copyright:

1. Send a DMCA notice to: projectnabu.support@gmail.com
2. Include: identification of the infringing work, your contact information, a statement of good faith belief, and a statement under penalty of perjury that the information is accurate
3. We will respond promptly to valid notices, removing or disabling access to infringing content

Counter-Notice: If your content was removed due to a DMCA notice and you believe it was removed in error, you may submit a counter-notice.

9.3 Open Source Attribution

Certain components of the Service may use open-source software. Attribution notices and source code availability for such components are provided upon request.

10. Term & Termination

10.1 Term

These Terms begin when you create an account or first access the Service and continue until your account is terminated.

10.2 Termination by You

You may terminate your account at any time via:

• In-app account settings (self-service deletion)
• Email request to projectnabu.support@gmail.com

10.3 Termination by Us

• For Cause: We may terminate immediately if you breach these Terms (e.g., payment failure, illegal use, abuse).
• Without Cause: We may terminate your account with 30 days' notice for any reason.

10.4 Effects of Termination

11. Privacy & Data Processing

11.1 Privacy Policy

Our Privacy Policy explains how we collect, use, share, and protect your personal information. By using the Service, you consent to the practices described in the Privacy Policy, which is incorporated into these Terms by reference.

11.2 Data Processing Agreement (DPA)

Where we act as a data processor for personal data subject to the GDPR, UK GDPR, or other applicable privacy laws, we will enter into a Data Processing Agreement (DPA) with you upon request.

• To request a DPA: projectnabu.support@gmail.com
• Our DPA template incorporates the EU Standard Contractual Clauses (SCCs) and/or UK International Data Transfer Agreement (IDTA), which we will execute upon request before processing data covered by those transfer frameworks.

11.3 Subprocessors

A current list of subprocessors is maintained in our Privacy Policy (Supabase, Stripe, Vercel, Google LLC (Gemini API)). We will notify you of subprocessor changes and provide 14 days to object.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the maximum extent permitted by applicable law, we disclaim all warranties, including but not limited to:

• Implied Warranties: Merchantability, fitness for a particular purpose, title, and non-infringement
• Accuracy: The Service does not guarantee that research fit reports, match scores, or AI-generated recommendations will be accurate, complete, reliable, current, or error-free
• No Admissions Guarantee: Use of the Service does not guarantee admission to, placement in, or acceptance by any academic institution, lab, or program
• Lab Data Disclaimer: Third-party lab directory data is aggregated from publicly available sources; we make no representation about its accuracy, timeliness, or completeness
• No Interruption: We do not warrant that the Service will be uninterrupted, secure, or free of viruses or other harmful components
• AI Accuracy: AI-generated outputs (fit reports, action steps, email drafts) are advisory only and should not be the sole basis for academic or professional decisions

Some jurisdictions do not allow the exclusion of certain warranties, so the above exclusions may not apply to you.

13. Limitation of Liability

13.1 Cap on Liability

To the maximum extent permitted by applicable law, our total cumulative liability arising from or related to these Terms or the Service shall not exceed the greater of $100 or the total fees paid by you to us in the 12 months preceding the event giving rise to the liability.

13.2 Excluded Damages

We shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, data, use, goodwill, or business interruption
• Costs of procurement of substitute goods or services
• Damages arising from AI-generated errors, inaccuracies, or omissions
• Damages arising from your reliance on lab directory data
• Damages caused by third-party services (Stripe, Supabase, Google LLC (Gemini API), Vercel, etc.)

13.3 Exceptions (Uncapped)

Nothing in this Section limits or excludes liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Intentional misconduct or gross negligence
• GDPR violations (Article 82 GDPR provides a right to compensation that cannot be contractually limited)
• Intellectual property infringement
• Statutory rights that cannot be limited by law

14. Indemnification

You agree to defend, indemnify, and hold harmless Nabu and its operators, agents, and licensors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service in violation of these Terms
• Your User Content that infringes third-party rights
• Your violation of applicable law
• Your misuse of AI-generated outputs
• Your interaction with third-party researchers or institutions facilitated through the Service

15. Dispute Resolution & Governing Law

15.1 Governing Law

These Terms and any disputes arising from them shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles.

15.2 Informal Resolution (Mandatory)

Before filing any legal proceeding, you agree to attempt informal resolution by:

1. Contacting us at projectnabu.support@gmail.com with a detailed description of the dispute
2. Participating in a 30-day negotiation period in good faith

This requirement does not apply to emergency injunctive relief or intellectual property claims.

15.3 Arbitration (US Users Only)

For US users, any dispute not resolved informally shall be resolved by binding arbitration under the American Arbitration Association (AAA) Consumer Arbitration Rules, which are designed to be accessible for small-value claims. Either party may also elect to bring an individual action in small claims court within your local jurisdiction instead of arbitration, at your option. The arbitrator's decision is final and binding.

• Class Action Waiver: All disputes must be brought on an individual basis. No class, consolidated, or representative actions are permitted. You waive any right to participate in a class action against Nabu.
• Costs: Each party bears its own legal fees unless the arbitrator allocates costs under applicable law.

15.4 Venue (Non-US Users, or If Arbitration Is Unavailable)

If arbitration is prohibited by applicable law, disputes shall be brought exclusively in the state or federal courts of Suffolk County, Massachusetts. You consent to personal jurisdiction in that forum.

15.5 Statutory Rights

Nothing in this Section deprives you of statutory rights under applicable consumer protection or privacy laws that cannot be waived.

16. AI-Specific Terms

16.1 Nature of AI Outputs

Our Service uses AI/LLM technology (Google Gemini API) to generate research fit reports, personalized action steps, and draft outreach communications. These outputs are:

• Advisory only — they do not constitute guarantees, predictions, or professional advice
• Generated based on patterns — they may contain inaccuracies, omissions, or biases
• Not a replacement for human judgment — you should independently verify all AI-generated information

16.2 Human Verification Required

You acknowledge that:

• You will independently verify any AI-generated match scores, fit reports, or recommendations before acting on them
• AI-generated outreach emails are drafts and should be reviewed and personalized before sending
• Nabu is not responsible for consequences arising from reliance on AI outputs

16.3 No Outcome Guarantee

The Service does not guarantee:

• Acceptance or placement at any academic institution or lab
• That AI-generated fit scores accurately predict research compatibility
• That outreach emails will elicit responses

16.4 AI Model Training

We do not use your User Content to train or fine-tune AI models. Google's paid-tier API terms prohibit training on API-submitted data.

16.5 Prohibited AI Use

You may not use the Service to generate:

• Misleading or deceptive content
• Content impersonating specific individuals
• Spam or unsolicited bulk communications
• Content that violates third-party terms of service or applicable law

17. Communications

17.1 Transactional Communications

By creating an account, you consent to receive transactional communications from us:

• Account-related (confirmations, password resets, security alerts)
• Service updates (downtime notifications, feature changes)
• Billing communications (invoices, payment confirmations, overdue notices)

These are mandatory — you cannot opt out as they are necessary for Service delivery.

17.2 Marketing Communications

We may send you marketing communications (product updates, tips, promotional offers) if you have opted in. You may opt out at any time via the unsubscribe link in any marketing email or through your account notification preferences.

17.3 Electronic Signature Consent

You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

18. Third-Party Services

The Service integrates with and depends on third-party platforms and services:

We are not responsible for the operation, availability, security, or privacy practices of these third-party services. Each service operates under its own terms and privacy policy. We encourage you to review those policies.

19. Export Controls

The Service may be subject to US export control laws, including the Export Administration Regulations (EAR) and sanctions administered by the Office of Foreign Assets Control (OFAC). You represent and warrant that:

• You are not located in, under the control of, or a national or resident of any country subject to comprehensive US trade sanctions (currently: Cuba, Iran, North Korea, Syria, Russia/Belarus/Crimea — subject to change)
• You are not on any US government restricted-party list (SDN List, Denied Persons List, Entity List, Unverified List)
• You will not use the Service in violation of any export control or sanctions laws
• You will not export, re-export, or transfer the Service to any prohibited country or party

If you access the Service from a sanctioned jurisdiction or are a restricted party, you are prohibited from using the Service.

20. Miscellaneous

20.1 Entire Agreement

These Terms, together with our Privacy Policy and any DPA entered into, constitute the entire agreement between you and Nabu regarding the Service.

20.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

20.3 Waiver

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. No waiver is effective unless in writing and signed by an authorized representative.

20.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms without restriction (including in the event of a merger, acquisition, or sale of assets).

20.5 No Agency

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

20.6 Force Majeure

We are not liable for delays or failures in performance resulting from causes beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, or internet infrastructure failures.

20.7 Language

These Terms are written in English. Any translated versions are provided for convenience only. In the event of a conflict, the English version prevails.

21. Contact

For questions, concerns, or legal notices regarding these Terms, contact us at projectnabu.support@gmail.com.