Effective date: October 1, 2026
This Software License Agreement (the “Agreement”) governs access to and use of software, applications, artificial-intelligence tools, portals, widgets, APIs, documentation, and related technology provided by NC Digital Web Design, LLC (“NC Digital,” “we,” “us,” or “our”), including the NC Digital AI Business Assistant (collectively, the “Software”).
By accepting an order, completing checkout, installing, accessing, or using the Software, you agree to this Agreement and represent that you have authority to bind the applicable customer (“Customer,” “you,” or “your”). If you do not agree, do not use the Software.
This Agreement supplements the Terms and Conditions, Privacy Policy, AI Usage Policy, and applicable order or statement of work. If documents conflict, a signed order or statement of work controls for the subject it specifically addresses, followed by the Terms and Conditions, this Agreement, and the AI Usage Policy.
1. License grant
Subject to payment, subscription status, the applicable order, and compliance with this Agreement, NC Digital grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable service term to access and use the Software for Customer’s internal business operations on the approved website or websites.
Each AI Business Assistant plan applies to one approved website unless the order expressly states otherwise. Installation may be restricted to domains approved by NC Digital. No source-code license or ownership right is granted.
2. Authorized users and installation
Customer may permit its employees and contractors to use administrative features solely for Customer’s benefit, provided they are authorized and bound to protect the Software and account information. Customer is responsible for their actions and for keeping credentials, installation code, private links, and portal access secure.
Customer must not install or permit installation on an unapproved domain, publish a private checkout or administration link, or circumvent signed-session, domain, authentication, billing, or usage controls.
3. Ownership and reserved rights
NC Digital and its licensors retain all rights in the Software and related technology, including source and object code, prompts, workflows, models, system design, APIs, interfaces, templates, documentation, branding, know-how, modifications, and improvements. All rights not expressly granted are reserved.
Customer retains its rights in Customer Content as described below. Third-party software and services remain subject to their own licenses and terms.
4. Customer Content
“Customer Content” means business information, materials, trademarks, approved knowledge, instructions, and other content Customer provides for use with the Software. Customer retains ownership of Customer Content and grants NC Digital a non-exclusive, worldwide license to host, copy, format, transmit, display, and otherwise process it only as reasonably necessary to provide, secure, support, and improve the contracted Services.
Customer represents that it has all rights and permissions necessary for Customer Content and its use. Customer is responsible for its accuracy, legality, accessibility, privacy notices, and continued review. NC Digital may remove or restrict content that reasonably appears unlawful, unsafe, infringing, deceptive, or inconsistent with the Services.
Personal information is handled under the Privacy Policy and any signed data-processing agreement.
5. Permitted use
Customer may use the Software to provide general business information, answer common visitor questions, collect consented service requests, review analytics and conversations, receive reports, and use other features included in the applicable order.
The Software does not create a confirmed appointment, emergency dispatch, price guarantee, professional opinion, or binding commitment unless that capability is expressly configured and confirmed in writing.
6. Restrictions
Except where a restriction is prohibited by law, Customer may not, and may not allow another person to:
– copy, reproduce, scrape, frame, republish, distribute, sell, lease, sublicense, or commercially exploit the Software;
– reverse engineer, decompile, disassemble, discover source code, extract prompts or models, or create a competing product from the Software;
– alter or remove proprietary notices, branding, access controls, or technical protections;
– share access with an unauthorized person or use one license for multiple unapproved businesses or websites;
– probe, scan, overload, disrupt, introduce malicious code into, or attempt unauthorized access to the Software;
– use the Software or output to violate law, infringe rights, deceive people, conduct unauthorized surveillance, send unlawful communications, or make prohibited automated high-impact decisions;
– submit highly sensitive information without written approval and appropriate safeguards; or
– represent AI output as verified human advice, a guarantee, or a confirmed business commitment when it is not.
7. AI features
AI-generated output may be incomplete, outdated, inaccurate, or unsuitable. Customer must review important output, maintain accurate approved information, provide a human contact path, and correct known errors. The Software is not a substitute for legal, medical, financial, tax, accounting, emergency, or other regulated professional advice.
The AI Usage Policy contains additional safety rules, prohibited uses, and responsibilities and is incorporated into this Agreement.
8. Subscription, usage, and billing status
Use of subscription Software requires an eligible subscription. Prices, setup fees, recurring renewal, cancellation, refunds, failed-payment grace periods, suspension, usage allowances, and configuration retention are governed by the Terms and Conditions and checkout disclosures.
Unless a different allowance is stated in the order, an AI Business Assistant subscription includes up to 500 customer conversations and 2,500 AI-generated responses per monthly billing period. Additional AI use pauses when either allowance is reached. There are no automatic overage charges. Unused allowance does not roll over unless agreed in writing.
Cancellation ordinarily takes effect at the end of the current paid period. A failed payment may result in a seven-day grace period and then suspension. Successful payment may restore an otherwise eligible subscription. Suspension or cancellation may stop chat, lead capture, reports, portal functionality, and other licensed features.
9. Updates and service changes
NC Digital may provide updates, security fixes, model changes, safeguards, and feature improvements. We may modify or discontinue functionality when reasonably necessary for security, law, third-party changes, abuse prevention, or product operation.
Where practicable and required by law or agreement, we will provide reasonable notice if a change materially reduces paid functionality. Updates do not grant Customer ownership in the Software.
10. Third-party services
The Software may rely on hosting, AI, payment, email, analytics, website-platform, scheduling, mapping, communication, and other third-party services. Those services may be governed by their own terms and privacy practices and may change or become unavailable.
NC Digital is not responsible for third-party systems or conduct outside its reasonable control, subject to applicable law and signed agreements. Customer is responsible for its own third-party accounts, permissions, and compliance obligations.
11. Security and privacy
NC Digital uses reasonable safeguards designed to protect the Software and information it processes, but no system is completely secure. Customer must maintain secure credentials, limit authorized access, promptly remove former personnel, keep its website and devices secure, and notify NC Digital promptly of suspected compromise.
Customer is responsible for legally required privacy, cookie, AI, lead-collection, and communication notices and consents on Customer’s website. Customer personnel may use visitor information only for lawful business purposes consistent with those notices.
12. Availability and support
We aim to provide reliable Software but do not guarantee uninterrupted, error-free, or continuously available operation. Maintenance, Internet conditions, security events, third-party outages, model changes, or force majeure events may affect availability.
Support level, response targets, implementation work, and service commitments apply only if stated in an order or service-level agreement.
13. Suspension and termination
NC Digital may suspend or terminate access for nonpayment, material breach, unlawful or unsafe use, infringement, fraud, security risk, or conduct that threatens the Software or others. When reasonable, we will provide notice and an opportunity to cure. Immediate action may be taken for an urgent legal, safety, fraud, or security risk.
The license ends when the applicable service term or subscription ends. Customer must then stop using the Software and remove installation code when requested. Data retention and deletion are governed by the Terms and Conditions, Privacy Policy, applicable order, and law.
Provisions concerning ownership, restrictions, accrued payment obligations, confidentiality, disclaimers, liability, indemnification, disputes, and any terms that by nature should survive will survive termination.
14. Feedback
If Customer provides suggestions or feedback, NC Digital may use them without restriction or compensation, provided NC Digital does not publicly identify confidential Customer Content without permission.
15. Warranty disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” NC DIGITAL DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NC DIGITAL DOES NOT GUARANTEE AI ACCURACY, SECURITY AGAINST EVERY THREAT, BUSINESS RESULTS, LEADS, CONVERSIONS, OR UNINTERRUPTED AVAILABILITY.
Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply.
16. Limitation of liability
Liability is governed by the Terms and Conditions. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenue, business, goodwill, or data.
To the maximum extent permitted by law, NC Digital’s total liability arising from the event giving rise to a claim will not exceed the amounts Customer paid for the affected Software during the 12 months before that event. These limits do not apply where prohibited by law and do not limit liability that cannot legally be limited.
17. Indemnification
Indemnification is governed by the Terms and Conditions. To the extent permitted by law, Customer will defend and indemnify NC Digital and its personnel from third-party claims arising from Customer Content, Customer’s unlawful or unauthorized use, Customer’s breach of Sections 4 or 6, or Customer’s violation of another person’s rights.
18. Governing law and disputes
This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-law rules. Disputes, venue, and informal-resolution procedures are governed by the Terms and Conditions and any applicable signed agreement. Non-waivable rights remain unaffected.
19. Changes to this Agreement
We may update this Agreement for legal, security, operational, or service changes. The updated version will state its effective date. We will provide notice of material changes where required. Changes will not retroactively alter a signed order or increase an existing recurring price without any notice or consent required by law.
Continued use after an update takes effect constitutes acceptance only to the extent permitted by law. If Customer does not agree to a material change, Customer may stop using the Software and cancel future renewal under the Terms and Conditions.
20. Contact
**NC Digital Web Design, LLC**
Email: info@ncdigitalwebdesign.com
Phone: (984) 206-6071
Website: https://ncdigitalwebdesign.com