Terms of Service

Introduction

These Terms of Service ("Terms") govern your access to and use of the website and services of N40 Agency, LLC ("N40", "we", "us", or "our"), a limited liability company registered in the State of Delaware, USA (EIN: 36-5172738, Delaware File No. 10548740, incorporated March 16, 2026). Registered agent: Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, USA.

By accessing our website or engaging our services, you agree to these Terms. If you do not agree, please do not use our services.

These Terms constitute a legally binding agreement between you ("Client") and N40 Agency, LLC. If you are entering into these Terms on behalf of a legal entity, you represent that you have authority to bind that entity.

Services

N40 Agency provides the following services: secure corporate messenger deployment, management dashboards development, AI agent integration, and product prototyping. The exact scope of services is defined in a separate agreement or Statement of Work (SOW).

We reserve the right to refuse service at our sole discretion, including where a request conflicts with applicable law or our internal policies.

Prohibited Use

Client agrees not to use N40 services for:

• • Any unlawful activity or activity that infringes the rights of third parties.
• • Distributing malware, spam, phishing, or other harmful content.
• • Infringing any intellectual property rights of any person or organization.
• • Unauthorized access to systems, networks, or data of third parties.
• • Reverse engineering or decompiling any solutions provided by N40.
• • Reselling or sublicensing services without written consent from N40.
• • Any actions that may harm the reputation of N40 Agency.

Violation of this section is grounds for immediate termination of services without refund.

Payment Terms

Payment terms are defined in the applicable agreement. Unless otherwise specified:

• • A 50% deposit is required before work begins.
• • The remaining balance is due upon completion and client acceptance of deliverables.
• • Monthly subscriptions are billed in advance at the start of each billing period.
• • Invoices are due within 14 days of the invoice date (net 14).
• • Payments overdue by more than 14 days may result in suspension of services.
• • Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law.

All prices are in US Dollars (USD). Client is responsible for all applicable taxes, duties, and levies.

Payment methods. Payment is accepted via Stripe Invoice (international payments) or NovaPay (payments in Ukraine), as well as wire transfer to N40 Agency, LLC's account at Mercury Bank. Wire transfer details are included in the invoice. N40 does not store or directly process card data — all card transactions are handled by Stripe, Inc. (PCI DSS Level 1) or NovaPay (certified by the National Bank of Ukraine).

Intellectual Property

Upon full payment, the client receives rights to the project deliverables as specified in the applicable agreement. N40 retains rights to general methodologies, frameworks, libraries, and tools developed independently of or prior to any specific project.

Client grants N40 a non-exclusive, irrevocable license to use the Client's name and logo solely to reference the existence of the engagement in N40's portfolio and marketing materials, unless Client objects in writing.

All content on n40.agency (text, design, logo) is the property of N40 Agency, LLC and is protected by copyright.

Confidentiality

Each party ("Recipient") agrees to keep confidential and not disclose to third parties any Confidential Information received from the other party ("Disclosing Party"), and to use it solely for the purpose of performing under these Terms.

"Confidential Information" means any business, technical, or financial information that is non-public and either marked as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to Recipient prior to disclosure; (c) is received from a third party without restriction; (d) is required to be disclosed by law or court order, provided Recipient gives prompt written notice where permitted.

Confidentiality obligations survive for 3 (three) years following termination of the parties' engagement.

Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, N40 AGENCY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. N40 DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

N40 does not warrant that services will meet all of Client's requirements or that results of use will meet Client's expectations. Evaluation of the suitability of the services for Client's specific purposes is Client's sole responsibility.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, N40 AGENCY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, GOODWILL, OR OPPORTUNITY, EVEN IF N40 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

N40's total cumulative liability to Client for all claims arising under or relating to these Terms shall not exceed the amount actually paid by Client for services in the 3 (three) months immediately preceding the claim.

These limitations apply regardless of the legal theory under which the claim is brought — contract, tort, or otherwise — and even if the limited remedies fail of their essential purpose.

Indemnification

Client indemnification: Client agrees to defend, indemnify, and hold harmless N40 Agency, its officers, directors, employees, and agents from any claims, damages, costs, and legal expenses arising from: (a) Client's breach of these Terms; (b) Client's misuse of services; (c) Client's infringement of intellectual property or other rights of third parties.

N40 indemnification: N40 Agency agrees to defend Client against third-party claims that the deliverables directly provided by N40 infringe a third party's intellectual property rights, provided that Client: (a) promptly notifies N40 of the claim in writing; (b) grants N40 the right to control the defense and settlement; (c) provides reasonable cooperation. N40's obligations under this section do not apply if infringement results from Client's modification of deliverables or use in a manner not authorized by N40.

Data Upon Termination

Upon termination or expiration of the agreement:

• • Client may request a copy of their data within 30 days of the termination date.
• • N40 will provide data export in a standard format (CSV, JSON, or other agreed format).
• • After the 30-day period, N40 will delete Client data from active systems.
• • Backup copies may be retained for up to 90 days, after which they will be permanently deleted.
• • N40 is not liable for data loss after the stated retention periods.

Termination

Either party may terminate the agreement with 30 days' written notice. Upon early termination, the client pays for work completed to date. Deposits are non-refundable once work has commenced.

N40 may immediately suspend or terminate services if: (a) Client violates these Terms; (b) invoices remain unpaid for more than 30 days; (c) Client engages in unlawful conduct.

Upon termination, the provisions on Confidentiality, Intellectual Property, Limitation of Liability, Indemnification, and Dispute Resolution survive.

Sanctions Compliance

N40 Agency fully complies with the sanctions regulations of the United States of America (including OFAC — Office of Foreign Assets Control programs), the European Union, and the United Nations. We do not provide services to:

• • Individuals or entities included on sanctions lists (OFAC SDN List, EU Consolidated Sanctions List, UN Consolidated List).
• • Citizens, residents, or organizations registered in sanctioned jurisdictions (including, without limitation: Russia, Belarus, North Korea, Iran, Syria, Cuba, and temporarily occupied territories of Ukraine).
• • Persons or companies that are directly or indirectly affiliated with sanctioned entities or act on their behalf.

Monitoring. We regularly review current sanctions lists from official sources (OFAC, EU Sanctions Map, UN Security Council). Screening is performed at the onboarding stage and periodically throughout the term of the agreement.

Consequences of Violation. If a sanctions violation is identified, we reserve the right to immediately terminate all services without prior notice, freeze access to all systems, and block any outstanding payments. The Client bears full responsibility for the accuracy of information provided regarding their sanctions status.

Client Obligations. By using our services, you confirm that: (a) you are not a sanctioned individual or entity; (b) you are not acting on behalf of sanctioned persons; (c) you will immediately notify us of any changes to your sanctions status.

Force Majeure

Neither party shall be liable for delays or failure to perform obligations caused by circumstances beyond their reasonable control, including without limitation: natural disasters, armed conflicts, martial law, terrorist acts, pandemics, cyberattacks on critical infrastructure, failures of internet service providers or cloud platforms, or governmental actions.

The party affected by force majeure must: (a) notify the other party in writing within 5 business days; (b) use reasonable efforts to mitigate the impact; (c) resume performance as soon as practicable. If the force majeure event continues for more than 60 days, either party may terminate the agreement without penalty.

Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict of law provisions. The parties consent to the jurisdiction of the courts of the State of Delaware for any disputes not submitted to arbitration.

Notices under these Terms may be delivered by email to the addresses specified in the applicable agreement. Email notices are deemed received within 24 hours of transmission.

Dispute Resolution

Any dispute shall first be subject to good-faith negotiations between the parties for a period of 30 days from written notice of the dispute.

If unresolved, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA). Arbitration shall be conducted remotely; the language of arbitration shall be English. Each party bears its own arbitration costs unless the arbitrator awards otherwise.

Class action waiver: The parties agree to resolve disputes solely on an individual basis and waive the right to participate in any class action lawsuit or class-wide arbitration.

Changes to Terms

We may update these Terms from time to time. We will notify you of material changes via email or through the website at least 14 days before changes take effect. Continued use of our services after changes take effect constitutes acceptance of the new Terms.

Contact

For questions about these Terms, please contact us at contact@n40.agency