Harmwise Guardrail Terms of Service

1. Parties and scope

1. a.
   These Terms apply to Harmwise Guardrail, including its application programming interface (API), the Policy Block, grading, routing, referral ranking, the Record, attestations and other exports, webhooks, the customer console, software development kits (SDKs), documentation, onboarding material and any related service that Nansen makes available under the Harmwise Guardrail name, through harmwise.digitalsafeguard.org, or through any other website, domain or channel identified by Nansen.
2. b.
   These Terms apply whether the Service is accessed:

   1. i.on the free Developer plan;
   2. ii.on a paid plan (Pro, Scale, Team or Enterprise) or a trial; or
   3. iii.through a partner, platform connector or other authorised access pathway.
3. c.
   The Service is provided to organisations, and to their developers, for use with AI systems that the organisation operates. It is not a consumer service. A person who accepts these Terms on behalf of an organisation represents and warrants that they have authority to bind that organisation, and references to “you” include both that person and the organisation, to the extent applicable.

2. Definitions

In these Terms:

1. Applicable Law means any law, regulation, code, rule, industry standard or regulatory guidance applicable to the parties, the Service, or the handling of data under these Terms.
2. Customer AI System means an AI assistant, chatbot, agent or other automated system operated by you or on your behalf, in connection with which you use the Service.
3. Customer Data means content, data and information that you or a Customer AI System submit to the Service, including conversation turns and replies submitted for grading, and the records, findings, retained quotes, notes and other information generated from them.
4. Documentation means the developer documentation, the OpenAPI document, the privacy notice, the sub-processor list in Schedule 1, plan descriptions, product notices and other material published or supplied by Nansen in connection with the Service.
5. End User means an individual who interacts with a Customer AI System.
6. Free Service means the Developer plan and any other part of the Service that Nansen makes available without a subscription fee.
7. Output means any grade, verdict, finding, signal, routing decision, ranked referral, composed referral text, Policy Block, attestation, report, export or other content produced by or through the Service, whether generated by deterministic rules, statistical models or AI models.
8. Paid Subscription means a subscription, plan or paid entitlement that gives access to paid parts of the Service, or to increased grading, systems, seats, modules, support or other entitlements.
9. Personal Information includes personal data, personal information, sensitive information and any equivalent concept under Applicable Law.
10. Policy Block means the governed-behaviour text, and the per-session text, that the Service supplies for inclusion in a Customer AI System's instructions.
11. Record means the sealed, hash-chained record of graded replies that the Service keeps for each of your systems.
12. Referral Directory means the directory of support services from which the Service ranks referrals.
13. Sensitive Use Context means a context involving domestic, family or sexual violence, coercive control, stalking, harassment, technology-facilitated or financial abuse, self-harm, child safety, or other high-risk personal safety circumstances.
14. Subscription End Date means the date on which your Paid Subscription expires, is cancelled, is not renewed, or otherwise ends.
15. Third-Party Services means any products, infrastructure, APIs, open-source components, cloud services or other third-party technology used in or with the Service.

3. Relationship with other documents

1. a.
   These Terms are to be read together with the Documentation, including the applicable privacy notice and the sub-processor list in Schedule 1, and with any plan description, order form, product-specific terms or consent presented in connection with the Service.
2. b.
   Where Nansen introduces a new module, feature, service or access pathway, Nansen may publish or present additional product-specific terms, eligibility requirements, safety guidance, acceptable-use rules, privacy notices or consents applying to it. Those additional terms form part of these Terms when accepted by you or otherwise made applicable to your use of that item.
3. c.
   If there is any inconsistency between these Terms and a separately negotiated written agreement signed by Nansen and a customer organisation, including a service level agreement or data processing agreement, that separate written agreement prevails to the extent of the inconsistency.
4. d.
   If there is any inconsistency between these Terms and a mandatory requirement of Applicable Law, the mandatory requirement prevails and the relevant provision of these Terms is to be read down to the minimum extent necessary.

4. Licence grant

1. a.
   Subject to your compliance with these Terms, Nansen grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term of these Terms to access and use those parts of the Service for which your plan makes you eligible, and to incorporate Outputs, including the Policy Block and referral text, into your Customer AI Systems, solely for their intended purpose and in accordance with these Terms and the Documentation.
2. b.
   The Service may include, from time to time:

   1. i.governed behaviour for a Customer AI System's instructions, by module, jurisdiction and language;
   2. ii.grading of replies after they have been sent, routing, and referral fitness assessment;
   3. iii.ranked referrals and composed referral text from the Referral Directory;
   4. iv.the Record, chain verification, attestations and exports;
   5. v.the console, the findings workflow, team roles, webhooks and notifications; and
   6. vi.SDKs, documentation and other tools, content and integrations that Nansen makes available.
3. c.
   The licence granted under these Terms permits use only:

   1. i.for the internal business or service-delivery purposes of your organisation, or, under a written partner agreement with Nansen (clause 31), to provide your own products to your customers;
   2. ii.with Customer AI Systems that you operate or that are operated on your behalf; and
   3. iii.within the limits of your plan, including graded replies, production systems, seats, modules and rate limits, as notified by Nansen from time to time.
4. d.
   No right, title or interest in or to the Service or any Nansen intellectual property is transferred to you except for the limited licence expressly granted under these Terms.

5. Permitted users and account authority

1. a.
   You must be at least 18 years old, or the age of legal majority in your jurisdiction if higher, to create an account, accept these Terms, or purchase or manage a Paid Subscription. The Service is not directed at children. A Customer AI System may serve members of the public of any age, and you are responsible for the arrangements it makes for children and young people.
2. b.
   You must ensure that all registration, organisation and team information you provide is accurate, current and complete.
3. c.
   The owners and admins of your organisation decide who has access to it and in which role. You are responsible for all activity under your organisation's account, your team members' accounts and your API keys, except to the extent caused by Nansen's breach of these Terms or negligence.
4. d.
   You must keep API keys and webhook signing secrets confidential, use production keys only in server-side environments, and revoke or rotate a key promptly if you suspect it has been disclosed.
5. e.
   Nansen may require identity, organisation or authority verification before permitting or continuing access, including before linking a Microsoft tenant to your organisation or enabling a paid module.

6. Acceptable use

You must not, and must not permit any other person to:

1. a.
   use the Service for any unlawful purpose or in breach of Applicable Law, including any criminal law;
2. b.
   use the Service or any Output to harass, stalk, intimidate, surveil, coerce, harm or exploit any person, or to help any person do so;
3. c.
   use the Service to develop, test or refine content intended to evade safety controls, to give a person causing harm advice that could help them avoid detection, or to identify which disclosures or harmful replies the Service does not detect for that purpose;
4. d.
   submit to the Service any content that you do not have the right to submit, or any Personal Information without the notices, consents or other lawful basis that Applicable Law requires;
5. e.
   access or use the Service in a manner intended to probe, scan, test, bypass or compromise its security or authentication, except under a written security testing arrangement with Nansen;
6. f.
   interfere with or disrupt the operation, integrity or performance of the Service or any related system;
7. g.
   copy, modify, adapt, translate, create derivative works from, decompile, disassemble, reverse engineer or otherwise attempt to derive source code from any part of the Service, except to the extent permitted by an open-source licence under clause 16 or by Applicable Law;
8. h.
   remove, obscure or alter any copyright, trade mark, attribution, notice, hash, seal or proprietary marking, or alter an exported Record or attestation and present it as unaltered;
9. i.
   represent an Output, the Record or an attestation as a certification, endorsement or approval by Nansen or The Digital Safeguard Centre;
10. j.
    resell, rent, lease, sublicense, timeshare, outsource, provide as a bureau or otherwise commercially exploit the Service, except under a written partner agreement with Nansen (clause 31); or
11. k.
    use the Service or Outputs to train or fine-tune any artificial intelligence or machine learning model, or to build a product that competes with the Service, without Nansen's prior written consent. You may use the Service and its Outputs to evaluate, compare and improve your own AI systems, and publish the results about your own systems. Material that The Digital Safeguard Centre publishes under an open licence, including its benchmark, is governed by that licence.

Any breach of a criminal law in connection with your use of the Service is a material breach of these Terms.

7. Automated and AI-assisted outputs

1. a.
   The Service produces Outputs by automated means, including deterministic validators from the Trauma Informed AI Safety Benchmark and Assurance Framework, a routing classifier and referral ranking rules. Nansen may introduce statistical or AI models, including third-party AI services. Before a third-party AI service processes Customer Data, Nansen will name it in Schedule 1.
2. b.
   The Service grades replies after they have been sent. It does not block, edit or delay a reply, and it cannot prevent a Customer AI System from sending a harmful or unsuitable reply.
3. c.
   You acknowledge and agree that:

   1. i.Outputs may be incomplete, inaccurate, outdated, biased or unsuitable for your circumstances. A reply graded clean may still be harmful, and a finding may be a false positive;
   2. ii.Outputs are decision-support material only. They are not legal, clinical, counselling, emergency or compliance advice, and they are not a certification that a Customer AI System complies with any law, code or standard;
   3. iii.you remain solely responsible for your Customer AI Systems, their replies, and all decisions, actions and omissions taken in reliance on any Output; and
   4. iv.where the Service cannot grade a reply, it records an instrument error. An instrument error is not a finding that the reply was safe.
4. d.
   Nansen may modify the modules, validators, routing, referral ranking, Policy Block, providers, thresholds and human-review rules used in the Service from time to time. Each module is identified by version and hash, so the version that applied to each record can be seen.

8. Sensitive use and safety warnings

1. a.
   The Service is designed for Customer AI Systems that may receive disclosures from people experiencing, or at risk of, harm in a Sensitive Use Context.
2. b.
   The Service is not an emergency service, a crisis line or a support service. It does not contact, monitor or respond to End Users. Nansen does not see End Users' conversations as they happen and cannot intervene in them.
3. c.
   You are responsible for ensuring that each Customer AI System:

   1. i.gives End Users a route to a human and to emergency assistance;
   2. ii.operates within your own safeguarding, vulnerability, complaints and incident processes; and
   3. iii.applies the Policy Block, and is tested after any change to your own instructions, model or provider.
4. d.
   Referral Directory entries are compiled from Nansen's verification work, from the case management systems of The Digital Safeguard Centre and from services' published information. They may become out of date. Hours, eligibility and availability can change without notice, and the Service never guarantees that a service is open. Entries marked unverified have not been through Nansen's verification protocol.
5. e.
   Nothing in the Service is a substitute for emergency assistance, safety planning, legal advice, counselling, clinical care or other professional advice appropriate to an End User's circumstances.

9. Exports and downloaded reports

1. a.
   The Service lets you export attestations, findings and other material. An export may include quoted spans from conversations where your organisation retains them.
2. b.
   You acknowledge and agree that:

   1. i.an export may become accessible to persons or software with access to the device, account, file system or cloud service where it is stored;
   2. ii.once an export is downloaded, transferred, copied, printed, forwarded or otherwise taken from the Service, you are solely responsible for its handling, retention, deletion, encryption, storage location and onward disclosure; and
   3. iii.Nansen is not responsible for any misuse, access, loss, interception or disclosure occurring after an export leaves Nansen-controlled systems.
3. c.
   You should store exports in a secure environment, restrict access to the people who need them, and delete them when they are no longer required.

10. The Record and integrity functions

1. a.
   The Service seals each graded reply into a hash chain for its system, so that the alteration or removal of a record can be detected by recomputing the chain.
2. b.
   While Nansen implements technical and organisational controls intended to preserve the integrity of the Record, Nansen does not warrant or guarantee:

   1. i.that any Record, attestation or export will be admissible in any court, tribunal, investigation or regulatory process;
   2. ii.that any chain, hash, timestamp or integrity feature will satisfy all evidentiary, regulatory or forensic requirements in every jurisdiction; or
   3. iii.that the Record is a substitute for legal, compliance, forensic or expert advice.
3. c.
   An attestation states what was applied and found during a period, its own reliability and its limits. It certifies nothing.
4. d.
   You are solely responsible for obtaining professional advice regarding the evidentiary, legal or regulatory use of the Record or any export.
5. e.
   Nothing in this clause 10, including any reference to sealing, integrity, timestamps, chains or immutability, limits Nansen's right or obligation to preserve, access, use or disclose Customer Data in accordance with clause 13 or Applicable Law.

11. Status and transparency materials

1. a.
   Nansen may publish information about the Service's status and health, module releases, false-positive rates and other transparency measures.
2. b.
   Unless expressly stated otherwise in a separate written agreement, any status page, availability target, uptime indicator, health check, metric or similar information is provided for general information and transparency only. It does not constitute a binding warranty, service level, representation of regulatory compliance or legally enforceable commitment. An availability figure shown for a plan is a target unless a signed agreement makes it a service level with remedies.
3. c.
   Nansen may update, suspend, correct, remove or replace any status or transparency content at any time without notice.

12. Third-party services

1. a.
   The Service relies on Third-Party Services, including cloud hosting, database, container hosting, identity, payment processing and communications services. The providers that process Customer Data or account information are listed in Schedule 1. Nansen may change its providers from time to time and will update Schedule 1 before a new provider processes Customer Data.
2. b.
   You acknowledge and agree that:

   1. i.the Service may interoperate with, rely upon, or transmit data to Third-Party Services;
   2. ii.the availability, security, uptime, features, compatibility and performance of Third-Party Services are outside Nansen's reasonable control;
   3. iii.use of Third-Party Services may also be subject to the terms, privacy policies and service conditions of those providers; and
   4. iv.Nansen is not liable for acts, omissions, failures, delays, outages or security incidents of Third-Party Services, except to the extent caused by Nansen's own breach of contract, negligence or wilful misconduct.
3. c.
   Webhooks and integrations deliver data to endpoints that you choose. Nansen is not responsible for those endpoints or for what happens to data after it is delivered to them.

13. Privacy and data handling

1. a.
   Nansen uses technical and organisational safeguards, including encryption at rest where applicable, to protect Customer Data. Encryption at rest does not mean that Customer Data is end-to-end encrypted or inaccessible to Nansen. Nansen may access, preserve or disclose Customer Data where necessary to provide and support the Service, protect its security and integrity, or comply with Applicable Law or lawful legal process.
2. b.
   By default, the Service does not retain the text of the conversations it grades. For each graded reply it keeps the findings, signals and metadata, and a cryptographic hash of the request, so that your own copy of the conversation can be checked against the Record. It retains quoted spans of findings only for test systems and for organisations that choose to retain them. A request queued for grading is held only until it has been graded and sealed, and its text is then removed. The Record is kept as clause 18(e) describes.
3. c.
   The Service's application, database, grader and archive storage are hosted in Australia. Some providers in Schedule 1, such as those for payments and sign-in, may process account and billing information outside Australia.
4. d.
   Nansen staff see your organisation's metadata and aggregate figures. Staff access to retained content requires a stated reason and approval by a second member of staff, lasts no more than four hours, and is recorded in your organisation's own audit view, where an owner or admin can end it.
5. e.
   Nansen's handling of Personal Information in connection with the Service is described in the privacy notice at /privacy, the data processing terms at /dpa and the Documentation. Where Nansen processes Personal Information contained in Customer Data, it does so to provide the Service to you, in accordance with these Terms, the Documentation and the settings you choose in the Service, and not for its own purposes except as described in clause 13(h) or as required by Applicable Law.
6. f.
   Where required by Applicable Law, you must ensure that all necessary notices have been given to End Users and all required consents, lawful bases, authorisations and permissions have been obtained before a Customer AI System submits, or you upload, enter, store, share or export, any Personal Information using the Service. You are responsible for your organisation's compliance with Applicable Law in relation to Personal Information processed through the Service, unless otherwise expressly agreed in writing by Nansen.
7. g.
   You choose whether your organisation retains quoted spans of findings. You are responsible for that choice and for any retention period you set.
8. h.
   Nansen may use metadata derived from Customer Data, such as finding types, rule identifiers, module versions, coverage and the outcome of disputes, but not the text of conversations, across organisations to detect defects in modules, to publish aggregate measures such as false-positive rates, and to improve the Service. Published measures never identify an organisation. Nansen may invite you to take part in voluntary research or feedback activities, including research undertaken with the University of Canberra or another research institution. Participation is voluntary, does not affect your access to the Service, and is subject to any applicable ethics approval and consent, which Nansen will obtain separately where required.
9. i.
   Nansen may preserve, access, use or disclose Customer Data, Personal Information, account information, technical information or other information relating to your use of the Service where Nansen reasonably considers this necessary or appropriate to:

   1. i.comply with Applicable Law;
   2. ii.comply with a subpoena, warrant, court order, tribunal order, regulatory direction, law-enforcement request or other legal process;
   3. iii.respond to an emergency involving a serious threat to life, health, safety or security, where permitted by Applicable Law;
   4. iv.establish, exercise or defend legal claims; or
   5. v.protect any person from serious harm, or the security or integrity of the Service, where the law permits.
10. j.
    To the extent lawful and reasonably practicable, Nansen will notify you before or after making a disclosure under clause 13(i). Nansen is not required to give notice where prohibited by law, a court order, a warrant, a confidentiality obligation, an emergency, or a reasonable risk of prejudice to an investigation, safety or security.
11. k.
    Nansen's obligations under clause 13(i) are limited to information that is within Nansen's possession or control and which Nansen is legally required, reasonably able and technically capable of providing. Because the Service does not retain conversation text by default, Nansen may hold none to disclose. Customer Data may be encrypted at rest within the Service. However, where Nansen holds or can access the relevant decryption capability or plaintext information, Nansen may access, preserve, use or disclose that information, including in plaintext form, where reasonably necessary to comply with Applicable Law or legal process, or otherwise as permitted under clause 13(i).
12. l.
    Unless Nansen expressly states otherwise in the Documentation, Nansen does not represent that Customer Data is protected by end-to-end encryption, is inaccessible to Nansen, or is incapable of lawful access, preservation or disclosure by Nansen.
13. m.
    If Nansen becomes aware of a data breach affecting your Customer Data, Nansen will notify your organisation's owners without undue delay, and in any case within 72 hours, with the information then available, and will cooperate with you in responding to it.

14. Customer Data and responsibility

1. a.
   You retain ownership of Customer Data, subject to the rights granted under these Terms.
2. b.
   You grant Nansen a non-exclusive, worldwide, royalty-free licence during the term of these Terms, and for any further period reasonably necessary for backup, security, legal compliance, dispute resolution, deletion and de-identification processes, to host, use, process, transmit, store, display, reproduce, adapt and otherwise deal with Customer Data to the extent reasonably necessary to provide, secure, maintain, support and improve the Service and to comply with Applicable Law. Nansen will not use identifiable Customer Data to train a general-purpose AI model.
3. c.
   You warrant that:

   1. i.you have all necessary rights, permissions, consents and authority to submit the Customer Data that you or your Customer AI Systems submit to the Service;
   2. ii.you operate, or are authorised by the operator of, each Customer AI System in connection with which you use the Service;
   3. iii.where you act on behalf of another person or organisation, you have obtained all necessary authority, consent and approvals to do so;
   4. iv.your Customer Data and your use of the Service will not infringe the rights of any person or breach any Applicable Law, including any law relating to privacy, data protection, surveillance, interception, confidentiality, consumer protection or child safety; and
   5. v.any instruction you give in relation to Personal Information is lawful and properly authorised.

15. Intellectual property rights

1. a.
   As between the parties, Nansen and its licensors own all right, title and interest in and to the Service, including all software, source code, object code, interfaces, modules, Policy Block text, validator configuration, routing, the compilation of the Referral Directory, prompts, workflows, databases, materials, designs, know-how, trade marks, logos, reports, templates and Documentation, excluding Customer Data and the open-licensed material described in clause 16.
2. b.
   You may use Outputs in your Customer AI Systems and internal reporting during the term of these Terms. You may keep and use exports of your Record and attestations for your own records and regulatory purposes after these Terms end.
3. c.
   These Terms do not grant you any ownership rights in the Service.
4. d.
   Any feedback, suggestion, improvement idea, enhancement request, bug report, workflow proposal, dispute or similar input you provide to Nansen may be used by Nansen without restriction or compensation, including to add regression cases and improve modules.

16. Open-source software and open-licensed material

1. a.
   The Harmwise Guardrail SDKs are licensed under the Apache License 2.0. The Trauma Informed AI Safety Benchmark and Assurance Framework and its benchmark item set are licensed under the Creative Commons Attribution 4.0 International licence. The Service also includes or relies on third-party open-source software licensed under permissive licences such as MIT, Apache-2.0, BSD and ISC.
2. b.
   To the extent required by the relevant open-source or open-content licence, its terms prevail over these Terms in relation to the relevant component only.
3. c.
   Nothing in these Terms limits any rights that cannot lawfully be limited under an applicable open-source or open-content licence.

17. Fees and taxes

1. a.
   The Developer plan is free. A Paid Subscription is subject to the fees, inclusions and limits in the plan description at the time of purchase, or in a separate order form, proposal or other written instrument.
2. b.
   A self-serve Paid Subscription is billed monthly or yearly in advance, as you choose, in US dollars, through Nansen's payment processor, and renews each period until it is cancelled. An Enterprise subscription is invoiced in accordance with its written agreement and, unless that agreement says otherwise, is payable within 30 days of the invoice date.
3. c.
   Unless expressly stated otherwise, all fees are exclusive of goods and services tax and other taxes, duties, levies and withholdings, which are added where they apply. You are responsible for all such amounts, except taxes based on Nansen's net income.
4. d.
   You must pay all fees when due without set-off, counterclaim or deduction, except to the extent required by Applicable Law.
5. e.
   You may cancel a Paid Subscription at any time from the Billing page of the console. Cancellation takes effect at the end of the current billing period, and you keep the paid plan until then. Fees already paid are not refunded, except where required by Applicable Law, including the Australian Consumer Law.
6. f.
   If a payment fails, the payment processor retries it. While payment is outstanding your plan continues; if the payment remains unpaid after the retries, the Paid Subscription ends and your organisation returns to the Developer plan.
7. g.
   Nansen may change the fees for a Paid Subscription by giving you at least 30 days' notice. The change applies from your first billing period that begins after the notice period, and you may cancel before then.
8. h.
   The safety behaviour is never withheld for non-payment. When a Paid Subscription ends for any reason, the Policy Block for the core module and the referral continue to be served to your organisation on the terms of the Developer plan. Paid modules, grading above the Developer plan's allowance, attestation exports and other paid entitlements end on the Subscription End Date.
9. i.
   You are responsible for exporting any attestations, findings or other material you wish to keep before cancelling a Paid Subscription, allowing it to end, or ceasing to use the Service.

18. Account inactivity, closure and deletion

1. a.
   You are responsible for keeping your own copies of any exports you wish to retain.
2. b.
   Developer accounts. If no API key of a Developer account has been used, and no one has signed in to it, for 12 consecutive months, Nansen may close the account and permanently delete its Customer Data. Nansen will use reasonable efforts to email the account's owners at least 30 days beforehand.
3. c.
   Paid Subscriptions. When a Paid Subscription ends, your organisation returns to the Developer plan and its Record is kept while its account remains open, for the period in clause 18(e), unless your plan or agreement states another period.
4. d.
   Closing an account. An owner may ask Nansen to close the organisation's account. Unless Nansen is required by Applicable Law to retain the relevant Customer Data for longer, Nansen may permanently delete the account and its Customer Data, including the Record, 28 days after the account is closed.
5. e.
   Retention of the Record. Each record in the Record is kept for seven years from when it was recorded, while the account remains open. Records older than a year, or than your organisation's quote retention period if that is longer, are moved from the database to archive storage, where they stay unchanged and can be downloaded and checked. At the end of the seven years the archive file holding a record is deleted. Nansen will give notice of that deletion by email to the organisation's owners and admins and in the Service at least 30 days beforehand, and will not delete a file within 30 days of giving that notice. Nansen will not delete archived records while a legal hold applies to your organisation, for example at a regulator's request or during a dispute or proceedings; ask Nansen if you need one. You are responsible for downloading any archived records you need to keep for longer.
6. f.
   Nansen will use reasonable efforts to give advance notice of a deletion under this clause 18 by email to the organisation's owners. You acknowledge that:

   1. i.delivery, receipt and review of a notice cannot be guaranteed if the owners' email addresses are out of date; and
   2. ii.a failure to receive or read a notice does not prevent Nansen from closing an account or deleting Customer Data in accordance with this clause 18, to the extent permitted by Applicable Law.
7. g.
   Nansen may delete Customer Data earlier where reasonably necessary to address an actual or suspected security, privacy, safety, technical, legal or regulatory risk, to comply with Applicable Law or a lawful request or order, or where continued storage is not reasonably practicable. Where lawful and reasonably practicable, Nansen will give prior notice.
8. h.
   A sealed, integrity-protected or otherwise protected record is not a commitment by Nansen to retain that record indefinitely. On deletion of an account or Customer Data under this clause, Nansen may cease to maintain, host, preserve, verify, make available or continue any integrity, chain, timestamp or related function for that data.
9. i.
   Following deletion, Customer Data may remain temporarily in backups, logs, disaster-recovery systems or secure archives, and will be deleted, overwritten, anonymised or otherwise handled in accordance with Nansen's retention practices, unless Applicable Law requires or permits longer retention.
10. j.
    Clauses 18(b) to 18(i) are subject to the privacy notice, any applicable product-specific terms and Applicable Law, including any right to access, export, delete or otherwise deal with Personal Information.

19. Suspension

1. a.
   Nansen may suspend or restrict access to the Service, or to any account, organisation, system, API key, feature or integration, immediately if Nansen reasonably considers, on reasonable grounds, that:

   1. i.continued access may create a security, privacy, legal, regulatory or safety risk;
   2. ii.you have breached these Terms;
   3. iii.your use is, or Nansen reasonably suspects may be, unlawful, unauthorised, abusive, deceptive or unsafe;
   4. iv.suspension is required to comply with Applicable Law, a court order, a regulatory direction or a law-enforcement request; or
   5. v.a Third-Party Service dependency is unavailable, withdrawn or compromised.
2. b.
   Where practicable, Nansen will suspend only the affected key, system or feature, and will use reasonable efforts to notify you of a suspension where lawful and practicable to do so.

20. Updates, new modules and changes to the Service

1. a.
   Nansen may, at any time and subject to Applicable Law, introduce, pilot, make available, modify, enhance, remove, suspend, replace or discontinue any part of the Service, including any module, feature, functionality, workflow, model, provider, integration, interface, data field, plan, entitlement, notice, export format, Documentation or access pathway. Nansen will not make a change that materially reduces what a Paid Subscription includes during a period you have already paid for, except as clause 20(e) allows.
2. b.
   Nansen may make those changes for security, privacy, safety, safeguarding, AI governance, risk mitigation, legal or regulatory compliance, operational, commercial, technical, licensing, product-development or other reasonable purposes.
3. c.
   A new module or feature may be subject to separate eligibility requirements, product-specific terms, additional fees, notices, consents, usage limits, geographic restrictions or technical requirements. Nansen is not required to make any new module or feature available to every plan or jurisdiction.
4. d.
   Unless Nansen expressly states otherwise, these Terms apply to each new module or other part of the Service when it is made available to you, in addition to any product-specific terms applying to it.
5. e.
   Nansen will give at least 30 days' notice of a material adverse change to a Paid Subscription where reasonably practicable. Nansen may make an immediate change without prior notice where reasonably necessary to address a security, safety, legal, regulatory, privacy or technical risk.
6. f.
   Nansen will keep a version of the API available for at least 12 months after announcing its replacement, except where an earlier change is reasonably necessary for security, safety or legal reasons.

21. Disclaimer of warranties

1. a.
   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, ALL OUTPUTS, THE POLICY BLOCK, THE REFERRAL DIRECTORY, THE RECORD, ALL ATTESTATIONS AND EXPORTS, ALL DOCUMENTATION AND ALL STATUS, PRICING AND OTHER INFORMATION OR MATERIALS MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICE ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS.
2. b.
   WITHOUT LIMITING CLAUSE 21(a), NANSEN AND ITS RELATED BODIES CORPORATE, LICENSORS, SUPPLIERS, CONTRACTORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, RESULTS, AVAILABILITY, SECURITY, COMPATIBILITY OR CURRENCY, OR THAT USE OF THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.
3. c.
   WITHOUT LIMITING CLAUSES 21(a) AND 21(b), NANSEN DOES NOT WARRANT THAT:

   1. i.THE SERVICE OR ANY OUTPUT WILL DETECT EVERY DISCLOSURE, RISK, HARMFUL REPLY, FAILURE OR SAFETY ISSUE;
   2. ii.ANY OUTPUT, GRADE, FINDING, REFERRAL, POLICY BLOCK, ATTESTATION, DOCUMENTATION OR OTHER INFORMATION WILL BE CORRECT, COMPLETE, CURRENT, CONSISTENT, SUITABLE FOR YOUR CIRCUMSTANCES, ADMISSIBLE, OR FIT FOR ANY PARTICULAR LEGAL, REGULATORY, SAFETY, CLINICAL, COUNSELLING OR COMMERCIAL PURPOSE;
   3. iii.ANY REFERRAL DIRECTORY ENTRY WILL BE CURRENT, OR THAT ANY SERVICE WILL BE OPEN, AVAILABLE OR ABLE TO HELP;
   4. iv.USE OF THE SERVICE WILL MAKE A CUSTOMER AI SYSTEM COMPLY WITH ANY LAW, CODE OR STANDARD, OR PREVENT HARM TO ANY END USER; OR
   5. v.ANY EXPORT WILL REMAIN SECURE AFTER IT LEAVES THE SERVICE.

22. Limitation of liability

1. a.
   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NANSEN OR ANY OF ITS RELATED BODIES CORPORATE, LICENSORS, SUPPLIERS, CONTRACTORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF REVENUE, PROFIT, SAVINGS, DATA, GOODWILL, BUSINESS OPPORTUNITY, REPUTATION OR USE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE, IN EQUITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
2. b.
   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF NANSEN AND ITS RELATED BODIES CORPORATE, LICENSORS, SUPPLIERS, CONTRACTORS AND SERVICE PROVIDERS FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE, IN EQUITY OR OTHERWISE, IS LIMITED TO THE GREATER OF:

   1. i.THE TOTAL FEES PAID BY YOU TO NANSEN FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND
   2. ii.AUD 500.
3. c.
   THE LIMIT IN CLAUSE 22(b) DOES NOT APPLY TO NANSEN'S LIABILITY FOR A BREACH BY NANSEN OF CLAUSE 13 (PRIVACY AND DATA HANDLING) OR CLAUSE 28 (CONFIDENTIALITY), WHICH IS INSTEAD LIMITED TO THE GREATER OF THREE TIMES THE FEES PAID BY YOU TO NANSEN IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND AUD 50,000.
4. d.
   THE PARTIES ACKNOWLEDGE THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS IN THESE TERMS ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THEM AND THAT THE FEES CHARGED, IF ANY, REFLECT THAT RISK ALLOCATION.
5. e.
   NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING ANY NON-EXCLUDABLE CONSUMER RIGHTS OR GUARANTEES, LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED, OR LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

23. Indemnity

1. a.
   You indemnify Nansen and its related bodies corporate, officers, employees, contractors and agents against any loss, claim, liability, damage, cost or expense (including reasonable legal costs) arising out of or in connection with:

   1. i.your breach of these Terms;
   2. ii.your unlawful, negligent, fraudulent or unsafe use of the Service;
   3. iii.your breach of Applicable Law or the rights of any third party;
   4. iv.any Customer Data that you or your Customer AI Systems submit, disclose or process through the Service; or
   5. v.any claim by an End User or other third party arising from a Customer AI System, including its replies, or from your decisions, advice, services or interventions,

except to the extent caused by Nansen's own breach of these Terms, negligence or wilful misconduct.

24. Termination

1. a.
   These Terms commence when you first accept them or first access the Service, and continue until terminated.
2. b.
   You may stop using the Service at any time. You may cancel a Paid Subscription under clause 17(e), and an owner may ask Nansen to close your organisation's account under clause 18(d).
3. c.
   Nansen may terminate these Terms, or your access to the Service, on notice if:

   1. i.you materially breach these Terms, including by any breach of a criminal law in connection with your use of the Service, and the breach is not capable of remedy or, if capable of remedy, is not remedied within 14 days after notice;
   2. ii.Nansen is required to do so by Applicable Law;
   3. iii.continued provision of the Service is no longer commercially, legally or technically feasible, in which case Nansen will give at least 30 days' notice where practicable and refund any fees paid in advance for the period after termination; or
   4. iv.a third-party provider necessary to the Service ceases to provide a material component of it.
4. d.
   Upon termination, the licence granted under these Terms ends immediately and you must cease using the Service.
5. e.
   The expiry, non-renewal, non-payment or cancellation of a Paid Subscription returns your organisation to the Developer plan under clause 17(f) and 17(h). It does not by itself terminate these Terms.

25. Effect of termination

1. a.
   Termination of these Terms does not affect any accrued rights or liabilities of either party.
2. b.
   Clauses which by their nature are intended to survive termination survive, including those relating to intellectual property, disclaimers, limitation of liability, indemnity, confidentiality, dispute resolution, governing law and any payment obligations accrued before termination.
3. c.
   Subject to clause 18 and Applicable Law, on termination Nansen may close your organisation's account and delete its Customer Data. You acknowledge that, once Customer Data is permanently deleted, it may not be recoverable.

26. Governing law and forum

1. a.
   Unless a separate written agreement provides otherwise, these Terms are governed by the laws of the Australian Capital Territory and the Commonwealth of Australia, without regard to conflict of laws principles.
2. b.
   The courts of the Australian Capital Territory, and courts competent to hear appeals from them, have exclusive jurisdiction to hear any dispute arising out of or in connection with these Terms or the Service.

27. Australian Consumer Law and other mandatory rights

1. a.
   Nothing in these Terms is intended to exclude, restrict or modify any rights or remedies that cannot lawfully be excluded, restricted or modified under Applicable Law, including under the Competition and Consumer Act 2010 (Cth), the Australian Consumer Law, or equivalent mandatory consumer protection laws in other jurisdictions.
2. b.
   Where such laws imply guarantees, warranties or conditions, or impose obligations, that cannot be excluded, Nansen's liability is limited to the maximum extent permitted by those laws.

28. Confidentiality

1. a.
   Each party must keep confidential the other party's non-public information that it receives in connection with these Terms, use it only to perform or exercise its rights under these Terms, and protect it with at least reasonable care. For Nansen, that includes the Service's systems, workflows, modules, prompts, security measures, roadmaps, pricing and non-public Documentation. For you, it includes Customer Data and your non-public business information.
2. b.
   Nansen must keep Customer Data confidential and use and disclose it only as these Terms and the data processing terms at /dpa allow.
3. c.
   A party may disclose confidential information where Applicable Law or a court requires it, after giving the other party notice where lawful and practicable.
4. d.
   Clauses 28(a) and 28(b) do not apply to information that:

   1. i.is or becomes public through no fault of the receiving party;
   2. ii.was lawfully known to the receiving party before disclosure;
   3. iii.is lawfully received from a third party without restriction; or
   4. iv.is independently developed without use of the other party's confidential information.

29. Changes to these Terms

1. a.
   Nansen may amend these Terms from time to time. If Nansen makes a material change, Nansen will notify you by posting the updated Terms on this page and by email to your organisation's owners or a notice in the console, at least 30 days before the change takes effect for a Paid Subscription.
2. b.
   Your continued use of the Service after the effective date of the updated Terms constitutes acceptance of them, except where Applicable Law requires a different process. If you do not agree to the updated Terms, you may cancel your Paid Subscription before they take effect.

30. General

1. a.
   These Terms constitute the entire agreement between the parties in relation to their subject matter, except for any separate written agreement signed by Nansen.
2. b.
   If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision is to be severed and the remaining provisions continue in full force and effect.
3. c.
   A waiver of any right under these Terms is effective only if in writing and signed by the waiving party.
4. d.
   You may not assign, novate or otherwise transfer these Terms without Nansen's prior written consent. Nansen may assign or transfer these Terms to an affiliate or in connection with a merger, acquisition, restructure or sale of assets.
5. e.
   These Terms may be accepted electronically and may be stored and reproduced electronically.

31. Partners and resellers

1. a.
   A business that builds the Service into a product it provides to its own customers (a partner) may do so only under a separate written partner agreement with Nansen, which sets the partner's fees, margin, branding and support responsibilities.
2. b.
   Under a partner agreement, each of the partner's customers is set up as its own organisation in the Service, so that its Customer Data, Record and access are kept apart from every other customer's, and the partner remains responsible for its customers' compliance with these Terms.
3. c.
   Nothing in these Terms makes a partner Nansen's agent, or Nansen a partner's.

32. Contact details

1. a.
   Questions, complaints, notices and legal correspondence relating to these Terms should be sent to the contact details published on the Harmwise Guardrail support page or on The Digital Safeguard Centre website.

Schedule 1. Sub-processors

The providers that process Customer Data or account information for the Service. Nansen will update this list before a new provider processes Customer Data.

Schedule 2. Service level (Enterprise)