Terms & Conditions

Last Updated: May 2026


PREAMBLE

These Terms & Conditions (this "Agreement") is a contract between Evidencity, Inc., a Delaware corporation ("Evidencity" or "Company"), and you or the organization on whose behalf you access the Services ("Customer"). By accessing, browsing, or using:


  • This website (https://www.evidencity.com and related subdomains)
  • NelsonAI (the SaaS platform)
  • Licensed Data products
  • RiskSolve and other Evidencity services


...you agree to be bound by this Agreement. Evidencity may revise this Agreement at any time by posting an updated version on the Sites. Changes become effective immediately upon posting. Your continued use constitutes acceptance of updates. Review this Agreement periodically for changes.


1. SCOPE

This Agreement governs Customer's use of Evidencity's digital platforms, software, data, and services, including:

  1. NelsonAI — A software-as-a-service (SaaS) platform providing AI-enhanced network intelligence and analysis tools
  2. Illicit Network Intelligence Datasets — Licensed access to proprietary research data, curated using Evidencity's Vetted Source Methodology
  3. RiskSolve — Custom due diligence and strategic intelligence services delivered via statement of work (SOW)


2. GENERAL TERMS APPLICABLE TO ALL SERVICES

2.1 Grant of Limited License

Subject to the terms herein, Evidencity grants Customer a non-exclusive, non-transferable, revocable license to access and use the Services and Content solely for Customer's personal or internal business purposes (unless otherwise specified in a SOW or licensing agreement). This license does not convey ownership of any IP.


2.2 Customer Responsibilities

Customer is responsible for:

  • All information, data, messages, and materials transmitted via the Services
  • Maintaining confidentiality of login credentials and account access
  • All activity occurring under Customer's account
  • Ensuring necessary consents are obtained from individuals whose personal data Customer provides to Evidencity
  • Compliance with all applicable laws in Customer's use of the Services


2.3 Prohibited Uses

Customer agrees not to:

  • License, sublicense, sell, resell, rent, lease, or commercially exploit the Services or make them available to third parties (except as expressly permitted herein)
  • Modify, adapt, "hack," or attempt to gain unauthorized access to the Services, systems, or networks
  • Use the Services in any unlawful manner, including violation of privacy rights or infringement of IP rights
  • Use the Services in a manner that interferes with or disrupts the integrity or performance of the Services
  • Decipher, decompile, reverse engineer, or discover source code of any software comprising the Services
  • Post, upload, send, or store unlawful, racist, hateful, obscene, or malicious content or malware
  • Use the Services in violation of this Agreement


2.4 Intellectual Property; Feedback

Evidencity IP Ownership: Evidencity retains all right, title, and interest in its patents, inventions, copyrights, trademarks, domain names, trade secrets, and other IP and proprietary rights. No rights are granted beyond the limited license expressly stated herein.

Customer Feedback: Evidencity shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to incorporate any suggestions, enhancement requests, recommendations, or feedback Customer provides.


2.5 Third-Party Content and Services

The Services may contain links to or integrate third-party products and services ("Other Services"). Evidencity does not endorse, control, or assume responsibility for Other Services, their content, or their data handling practices. Evidencity is not liable for any damage or loss caused by or in connection with Customer's use of Other Services or reliance on their privacy practices.


2.6 No Warranty of Accuracy; Disclaimer of Warranties

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SEPARATE STATEMENT OF WORK: THE SERVICES, PLATFORMS, WEBSITE, CONTENT, AND ANY DATA, DOCUMENTS, OR REPORTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. EVIDENCITY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


Customer acknowledges that:

  • Evidencity does not warrant the Services will be uninterrupted, timely, secure, error-free, or virus-free
  • Evidencity obtains data from various public repositories, sources, and third-party vendors; while Evidencity takes reasonable measures to ensure accuracy, Evidencity is not a guarantor of accuracy or authenticity of such data, particularly information sourced from challenging jurisdictions
  • Evidencity makes no representation that information is factual or correct; reports are based on information from local country sources, some of which is subjective in nature
  • Customer assumes all risks of using any data, documents, reports, or advice from Evidencity


2.7 Payment and Electronic Communications

Payment Terms: Customer will place orders in the form specified by Evidencity. Fees are confirmed in order forms, proposals, Letters of Engagement, or other commercial agreements. Charges will be billed to the credit card or ACH bank account Customer provides, in accordance with the billing terms in effect at the time charges are due.


Non-Refundable: Except as expressly provided herein or in a separate SOW or licensing agreement, all purchases are non-cancellable and all charges are non-refundable.


Late Payment: If payment is not received or cannot be charged for any reason, Evidencity reserves the right to suspend or terminate Customer's account and access to the Services. Late payments incur interest at 1.5% per month, compounded monthly, unless a separate agreement specifies otherwise.


Electronic Communications: By using the Services, Customer consents to receiving electronic communications from Evidencity (notices, transactional information, updates, etc.). These communications satisfy all legal requirements for written notice.


2.8 Data Privacy and Security

Security Measures: Evidencity maintains administrative, physical, and technical safeguards reasonably designed to protect the security, confidentiality, and integrity of Customer's data. However, the Services are not intended for long-term data storage or retention.


Data Retention and Deletion: Evidencity may delete Customer's data or ordered documents/reports at any time. Customer is responsible for backing up its own data. Upon Customer's written request, Evidencity will delete Customer's account and associated data; however, data may be maintained in Evidencity's archives without identification of which Customer requested it.


Account Access: Evidencity may access Customer account information to respond to Customer's requests, maintain the Services, or comply with legal obligations. Evidencity will not disclose Customer's account data or that Customer obtained specific data/reports except: (a) if compelled by law, (b) with Customer's permission, or (c) as stated in the Evidencity Privacy Policy (https://evidencity.com/privacy-policy), which is incorporated herein.


2.9 Limitation of Liability

2.9.1 No Consequential Damages

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES, LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, OR ANY OTHER LOSS INCURRED, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. THIS LIMITATION SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER.


2.9.2 Cap on Monetary Damages

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EVIDENCITY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THE SERVICES SHALL BE LIMITED TO THE LESSER OF: (I) ACTUAL DAMAGES INCURRED, OR (II) THE AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

The parties acknowledge these limitations allocate risk given the nature and pricing of the Services and are essential to this Agreement.


2.9.3 State Law Variations

Some jurisdictions do not permit exclusion of implied warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, Evidencity's liability will be limited to the greatest extent permitted by law.


2.10 Indemnification

Customer agrees to defend, indemnify, and hold harmless Evidencity from and against any claims, actions, demands, or losses (including reasonable legal fees) arising from:

  • Customer's breach of this Agreement
  • Customer's or its end users' access, use, misuse, or unlawful use of the Services
  • Customer's data or any actions Customer takes or fails to take in response to data received
  • Data being inaccurate, incomplete, or misinterpreted by Customer
  • Customer's violation of applicable laws


Evidencity will provide notice of any such claim. Evidencity reserves the right to assume exclusive defense and control of any indemnified matter, in which case Customer agrees to cooperate with Evidencity's defense.


2.11 Assignment

Customer may not assign this Agreement to any third party without Evidencity's prior written consent. Any purported assignment in violation of this section is void. Subject to this restriction, this Agreement binds and benefits the parties and their successors and assigns.


2.12 Term and Termination; Survival

Termination Rights:

  • Customer may terminate this Agreement at any time by ceasing use of the Services
  • Evidencity may terminate this Agreement at any time
  • Either party may terminate for material breach if not cured within 30 days of written notice
  • Evidencity may immediately suspend performance or terminate if Customer creates excessive regulatory, security, financial, or reputational risk


Effect of Termination: Upon termination, Customer shall cease all use of the Services and, upon request, return or destroy all data/reports and certify compliance. Evidencity may delete all Customer data.


Survival: The following survive termination: Sections 2.4 (Intellectual Property), 2.6 (No Warranty), 2.9 (Limitation of Liability), 2.10 (Indemnification), 2.13 (Governing Law), and any confidentiality or payment obligations.


2.13 Governing Law; Jurisdiction; Dispute Resolution; Jury Waiver

Governing Law: This Agreement is governed by the internal law of the State of Delaware, without regard to conflict of law principles.


Jurisdiction: Both parties irrevocably submit to the exclusive jurisdiction of the state courts of Delaware and the United States District Court for the District of Delaware for any disputes. Each party waives personal jurisdiction, attachment, forum non conveniens, and other objections to venue.


Jury Waiver: EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THIS AGREEMENT, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), AND ALL OTHER CLAIMS. EACH PARTY REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH LEGAL COUNSEL AND VOLUNTARILY WAIVES JURY RIGHTS.


2.14 Notices

All notices required to be in writing must be in writing and are effective upon receipt. Notices may be delivered personally, via fax with confirmation, by overnight courier, or by certified U.S. mail, return receipt requested, to the addresses specified in the relevant commercial agreement or to the notice address on file. Notice of change of address is effective only upon receipt.


2.15 Severability; Entire Agreement; Amendment

Severability: If any provision is held unenforceable by a court of competent jurisdiction, that provision shall be modified to accomplish its original intent to the fullest extent permitted by law, and the remainder remains in effect.


Entire Agreement: This Agreement, together with any SOW, Letter of Engagement, or other commercial agreement incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements.


Amendment: This Agreement may be amended only by written instrument executed by both parties. Evidencity may revise this Agreement by posting updated terms on the Sites with 30 days' notice; Customer's continued use constitutes acceptance.


3. NELSONAI — SAAS SERVICE SPECIFIC TERMS

3.1 Service Description

NelsonAI is a cloud-based, subscription software platform providing customers with AI-enhanced network analysis, relationship mapping, and strategic intelligence tools.


3.2 SaaS License Grant

Evidencity grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use NelsonAI solely for Customer's internal business purposes during the subscription term (unless otherwise specified in a SOW or licensing agreement).


3.3 Subscription Term and Renewal

  • Initial Term: As specified in the applicable commercial agreement (e.g., SOW, Letter of Engagement)
  • Automatic Renewal: Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term, the subscription will automatically renew for successive terms of equal length
  • Renewal Pricing: Evidencity may increase subscription fees upon renewal with 30 days' prior notice
  • Termination: Either party may terminate the subscription at the end of any term by providing 30 days' written notice


3.4 Access and Use Restrictions

Customer may:

  • Access NelsonAI via authorized user accounts specified in the SOW
  • Use NelsonAI solely for internal, non-commercial analysis and research
  • Download or export analysis results solely for internal use

Customer may not:

  • Permit unauthorized users to access NelsonAI
  • Sell, resell, redistribute, or commercially exploit NelsonAI or any output thereto
  • Reverse engineer, decompile, or attempt to discover the underlying algorithms or data sources
  • Use NelsonAI for competitive analysis against Evidencity
  • Use NelsonAI for any unlawful purpose


3.5 User Accounts and Credentials

Customer is responsible for maintaining the confidentiality of usernames and passwords and for all activity under Customer's accounts. Customer shall immediately notify Evidencity of any suspected unauthorized access.


3.6 System Availability

Uptime: Evidencity endeavors to maintain NelsonAI availability during normal business hours but does not guarantee uninterrupted service. Evidencity may perform maintenance and updates without advance notice.


Backup: Customer is responsible for backing up any analysis, reports, or data derived from NelsonAI.


4. DATA LICENSING TERMS

4.1 Scope and Incorporation by Reference

Customer's licensing of Evidencity's proprietary Illicit Network Intelligence Datasets (the "Licensed Data") is governed by the Data Licensing Agreement posted at https://www.evidencity.com/data-licensing, which is incorporated into this Agreement by reference.


All terms, conditions, restrictions, pricing, payment terms, data ownership, confidentiality obligations, compliance requirements, and termination provisions applicable to Licensed Data are set forth in the Data Licensing Agreement and are fully binding on Customer.


In the event of conflict between this Agreement and the Data Licensing Agreement, the Data Licensing Agreement controls on all matters related to Licensed Data.


5. DUE DILIGENCE SERVICES

5.1 Governance by SOW and MSA

RiskSolve custom due diligence and strategic intelligence services are governed exclusively by:

  • The applicable Statement of Work ("SOW") signed by both parties
  • Any Master Services Agreement ("MSA") between Customer and Evidencity
  • Any other written commercial agreement executed by both parties


The SOW and/or MSA are the complete and controlling documents for all RiskSolve matters, including scope, deliverables, timelines, fees, payment terms, confidentiality, acceptance, and termination.


6. EXPORT COMPLIANCE; FOREIGN CORRUPT PRACTICES

6.1 Export Control

Certain Content and software components are subject to U.S. export control and economic sanctions laws. Customer agrees to comply with all applicable laws and shall not access or use the Services if located in a prohibited jurisdiction. A list of prohibited jurisdictions is available at http://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear.

Customer shall not provide access to the Services to any entity or individual in a prohibited jurisdiction.


6.2 Foreign Corrupt Practices; Anti-Bribery

Evidencity has advised its employees and subcontractors of the U.S. Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act and has required written compliance commitments. However, Evidencity is not a guarantor that subcontractors and employees will comply. Customer agrees to hold harmless Evidencity from violations arising from subcontractor or employee actions, provided Evidencity has taken reasonable efforts to ensure compliance.


7. ADDITIONAL PROVISIONS

7.1 Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.


7.2 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond reasonable control (natural disasters, pandemics, war, governmental action, telecommunications failures, etc.), provided the affected party provides prompt notice and makes reasonable efforts to resume performance.


7.3 Waiver

Evidencity's failure to enforce any provision does not constitute a waiver of that provision or any other provision.


7.4 Headings

Section headings are for convenience and reference and are not part of the interpretation of this Agreement.