Terms of Service

1. These Terms and who they are with

These Terms of Service ("Terms") are an agreement between BPN Solutions LLC, an Indiana limited liability company ("BPN", "we", "us"), which operates NuSphere, and your company. BPN and your company are the "parties". NuSphere means BPN's NuSphere platform and the websites, web and mobile applications, APIs, developer tools, connectors and other features BPN operates and offers under these Terms. These include Library at library.nusphere.app, Admin at admin.nusphere.app, the public site at nusphere.app, the former Orbit website that forwards to Library, the NuSphere API, and mcp.nusphere.app, which AI assistants use to connect.

An application operated independently by your company or another provider is not part of NuSphere merely because it connects to NuSphere. That operator's terms govern the application; these Terms continue to govern your and your company's use of NuSphere.

NuSphere is for approved companies only. These Terms apply to each approved company and to the people it invites. "Your company" means the approved company that invited you, and "members" means the people your company invites, including its owners and admins. "You" means you as a member. NuSphere is a business service used for a company's work, not for personal, family or household purposes.

Your company agrees to these Terms when its owners set up or use NuSphere for it, and an owner who does so confirms that they have authority to bind your company. Each member uses NuSphere for your company and, by using it, agrees to follow these Terms. If you do not agree, do not use NuSphere.

Our Privacy Policy explains how NuSphere handles information, including data it receives from Google. These Terms refer to it, and it applies as written.

2. Your company's signed agreement, fees and service levels

Your company and BPN may sign an order form, statement of work, master agreement or other written agreement for NuSphere ("signed agreement"). Where a signed agreement conflicts with these Terms, the signed agreement controls. A signed agreement cannot permit a use of Google user data that section 4 of the Privacy Policy and Google's Limited Use requirements do not allow.

Fees, the subscription term, renewal, payment terms and any service levels or support commitments are set only in a signed agreement. These Terms set no prices, renewals or charges, do not enroll anyone in a paid subscription, and do not authorize BPN to charge anyone. Unless a signed agreement says otherwise, NuSphere comes with no promised availability, uptime or support response time.

3. Approved companies, invitations and accounts

BPN approves and invites each company. A company's owners and admins then invite its people. There is no public signup, and only invited members of an approved company may use NuSphere.

Your company decides whom to invite and which roles they hold, keeps that list current, and removes people who should no longer have access. Owners and admins can remove members in Admin. Each member signs in as themselves and must not share sign-in credentials or let anyone else use their access. Tell us promptly at support@bpnsolutions.com if you suspect someone has used NuSphere without permission.

4. Your right to use NuSphere

While your company is approved, and subject to these Terms and any signed agreement, BPN gives your company and its members a limited, non-exclusive, non-transferable and non-sublicensable right to use NuSphere for your company's internal business purposes.

BPN and its licensors own NuSphere, including its software, design and trademarks. These Terms transfer no ownership of them. Open-source components remain under their own licenses. Rights not expressly granted are reserved. If you send us suggestions about NuSphere, we may use them without any obligation to you.

BPN may change, add or remove features. Not every feature is offered to every company at all times.

Adding a feature or integration does not itself authorize access to a source or change who may see customer data. Its use remains subject to the permissions, privacy disclosures and provider terms that apply to it. Before a material change in how we collect, use or share information takes effect, we will provide any additional notices and obtain any consent required. A new use of Google user data requires the policy update and consent described in the Privacy Policy.

5. Your responsibilities and acceptable use

Your company is responsible for its members' use of NuSphere, for what they connect and add, and for what they ask AI assistants to do through NuSphere. You must not:

• use NuSphere to store, share or send anything unlawful, or anything that infringes another person's intellectual-property, privacy or confidentiality rights or that you have no right to use;
• try to reach another company's data, or items in your own company that you are not allowed to open;
• reverse engineer, decompile or work around NuSphere's security boundary, permission checks or limits, or probe, scan or test NuSphere's security without BPN's written permission, except to the extent the law allows this despite this restriction;
• upload malicious code, or disrupt, overload or interfere with NuSphere;
• use NuSphere to violate the terms or policies of Google or of any other provider whose service you connect, or to send unsolicited bulk messages;
• resell NuSphere or provide access to it to anyone outside your company without BPN's written permission.

These Terms include no business associate agreement or other terms for information that needs special legal or contractual protection, such as health information. Connecting a source copies the items it includes (for Gmail, every message outside Spam and Trash), so your company decides whether its members connect sources that may contain such information, and is responsible for that decision. If you find a security problem in NuSphere, report it to support@bpnsolutions.com.

6. Your company's data

"Customer data" means what NuSphere receives from your company and its members: copies of items from the sources they connect, what they add, and their choices and settings, as the Privacy Policy's section on information we receive describes. Your company and its members keep whatever rights they have in customer data. BPN claims no ownership of it.

You permit BPN, and the service providers that run NuSphere for BPN, to host, copy, process, transmit and display customer data only as needed to provide, secure and support NuSphere for your company and its members, to keep and delete it as section 11 describes, and to comply with law, as the Privacy Policy describes. BPN does not sell customer data or use it for advertising.

Google user data follows the Limited Use rules in section 4 of the Privacy Policy. NuSphere's use of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements. Nothing in these Terms permits a use of Google user data that those rules do not.

Your company and its members are responsible for having the rights, and giving any notices, needed to bring customer data into NuSphere, including information about other people that appears in their items.

7. Connected sources and actions

NuSphere supports integrations with business systems and other sources. The Privacy Policy and the disclosures for each integration explain what information it accesses, why, what actions it offers and who must authorize it. Using an integration requires permission from the source account holder or the appropriate company or provider administrator, as applicable. Permission to read information does not by itself authorize sharing it or taking actions in the source.

For Gmail, Google Calendar and Google Drive, each member decides which of their own sources to connect and what each includes, and gives that permission themselves, except Gmail collection that your company's Google administrator authorizes for the people BPN enrolls. Letting an AI assistant act in their Gmail, Calendar or Drive is a separate permission that only that member can give, except Gmail access that your company's Google administrator grants for its domain. The Privacy Policy describes both exceptions. Only that member can change their action switches or approve their reviews, and your company's owners and admins cannot use their connections.

Your company is responsible for authorizing its people: whom it invites, which sources it asks them to connect, its Space access and sharing settings, any access its Google administrator grants, and any source a member connects for the whole company, such as Discord. It must make sure that this use is allowed by its own policies and its obligations to others.

Connecting a source or joining a team does not automatically share private content. Members share into Spaces under the applicable sharing agreement. Where warehouse extractions are available, making a Space available as a source copies nothing. An assigned developer selects readable items and fields. INHERIT keeps each viewer's source permissions; explicit validated PUBLISH grants a company data role an audience that may extend beyond the source, regardless of provider. Private or unshared originals stay excluded, and additional role rules only narrow access, as the Privacy Policy describes.

An action an AI assistant takes in a connected service with your permission is taken on your behalf, using the account or other authority authorized for that integration. This includes actions in Gmail, Calendar and Drive. Check what you approve. Turning a switch off or disconnecting cannot undo a change the provider has already accepted.

8. AI features

NuSphere works with AI assistants that act for people: assistants you connect at mcp.nusphere.app and, where BPN has turned it on for your company, the Library assistant. AI output can be wrong, incomplete, out of date or misleading, even when it cites sources, and text inside an item can mislead an assistant. Review output against the original sources before you rely on it, and review what an assistant proposes before you approve or act on it. You are responsible for how you use output and for the actions you ask or allow an assistant to take. The Library assistant also has its own terms, shown to each member when it is offered to them.

NuSphere does not give legal, tax, accounting, financial or medical advice, and it does not make decisions for your company.

Optional text recognition (OCR) can process scanned files from connected sources in the background using a configured Google Cloud Document AI processor. It is off by default and requires your company's OCR switch and your acceptance of the current agreement containing the OCR disclosure with at least one purpose: "AI assistants acting for you" or "sharing into Spaces". Recognized text can be wrong and keeps the source item's permissions.

BPN does not use customer data, including Google user data, to train AI models. Processing for assistant requests and optional text recognition follows the controls in the Privacy Policy's section on AI assistants and text recognition. What an assistant you connect does with what it receives is governed by its provider's terms (section 9).

9. Third-party services

NuSphere works with services BPN does not control. Services you or your company connect, such as Google or Microsoft sign-in, Gmail, Google Calendar, Google Drive, Microsoft Outlook, GitHub, Granola and Discord, and AI assistant applications you connect, such as Claude, are governed by their own terms and privacy practices between you or your company and that provider. Using them through NuSphere does not replace your obligations to those providers or mean that they endorse NuSphere.

Providers that run NuSphere for BPN, including Google Cloud and Anthropic's Claude models through Google Cloud's Vertex AI, process information under their own service terms, as section 7 of the Privacy Policy describes. A feature that depends on a third-party service can stop working if that provider changes its service or if an authorization expires or is revoked.

10. Suspension

BPN may suspend or limit access to NuSphere for a member or a company when reasonably needed to address a security threat, suspected unauthorized access, misuse or a breach of these Terms, a risk to NuSphere or to others, or a legal requirement. Where practical and lawful, BPN will tell your company before or promptly after it acts, and will restore access once the problem is resolved. Suspension does not end these Terms or change how NuSphere handles your data.

11. Ending use, and what happens to data

Your company's signed agreement governs its term and how it ends. Without one, your company or BPN may end your company's use of NuSphere by notice to the other. BPN may also end your company's access if your company materially breaches these Terms and does not fix the breach after notice, or if the law requires it. Your company can remove a member at any time, and a member's access ends when they are removed or when their company's access ends.

When an individual member is removed, shared Space items remain under the applicable sharing agreement and Space permissions. Private captured data becomes unreadable and enters a 90-day hold before it is eligible for cleanup, unless a company owner places a legal hold. Native pages and uploads are held separately. Removing stored files requires a separate deletion process; the hold's expiry does not certify physical erasure. The Privacy Policy describes these member-removal rules.

When your company's access ends, stop using NuSphere. Ending that access does not by itself delete the whole workspace. Other retained company data remains until your company asks BPN to delete it. Your company can ask BPN to delete its whole workspace at support@bpnsolutions.com. After verifying the request, BPN deletes it, except limited security, legal or backup records it must keep, which BPN will explain. Copies in backups remain until those backups expire on their own schedule. BPN does not promise a fixed deadline for deletion. The Privacy Policy's section on retention, disconnection and deletion describes deletion requests. These Terms do not promise an export tool or format; if your company needs a copy of its data, ask BPN before its access ends.

The ownership terms in section 4, and sections 6, 11, 12, 13, 14, 15 and 17, continue after access ends.

12. Confidentiality

Information about NuSphere that BPN shares with your company and that is not public, such as unreleased features, plans, security details and non-public documentation, is confidential. Use it only to use NuSphere for your company, share it only with people at your company who need it and must keep it confidential, and protect it with at least reasonable care. This does not cover information that is or becomes public through no fault of yours, that you already knew or developed independently, or that you received lawfully from someone else without a duty of confidentiality. You may disclose it where the law requires, after telling BPN first where the law allows. A confidentiality agreement or signed agreement between your company and BPN controls where it conflicts with this section. How BPN handles customer data is governed by section 6 and the Privacy Policy.

13. Disclaimer of warranties

To the extent the law allows, and except for commitments in your company's signed agreement, NuSphere is provided "as is" and "as available", and BPN disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. BPN does not warrant that NuSphere will be uninterrupted, error-free or secure, or that AI output or records from third-party sources are accurate or complete.

14. Limitation of liability

Unless your company's signed agreement says otherwise, and to the extent the law allows:

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits or revenue, arising out of or relating to these Terms or NuSphere, even if it was told they were possible.
• Each party's total liability arising out of or relating to these Terms or NuSphere is limited to the fees your company paid BPN for NuSphere in the 12 months before the claim.

Nothing in these Terms excludes or limits liability that the law does not allow to be excluded or limited.

15. Governing law and disputes

Unless your company's signed agreement says otherwise, these Terms are governed by the laws of the State of Indiana, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or NuSphere will be brought only in the state courts located in Hamilton County, Indiana, or in the United States District Court for the Southern District of Indiana, and each party consents to those courts' jurisdiction. Please contact us first so we can try to resolve a dispute informally. These Terms do not require arbitration.

16. Changes to these Terms

BPN may update these Terms. We will post the new version here with its effective date, keep earlier versions at their own dated addresses, and notify affected companies of material changes before they take effect. Changes do not apply to events before their effective date. If your company does not agree to a change, it may stop using NuSphere before the change takes effect; continuing to use NuSphere after that means accepting the change. A change to a signed agreement still needs that agreement's own amendment process.

17. General terms

These Terms, the Privacy Policy, any signed agreement or confidentiality agreement between your company and BPN, and the choices and terms each member accepts in NuSphere (such as "AI assistants acting for you", sharing into Spaces and the Library assistant's terms, each for what it covers) are together the entire agreement about NuSphere. If a provision is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver of it. Neither party may assign these Terms without the other's written consent, except to a successor in a merger, acquisition or sale of all or substantially all of its business, with notice to the other; the Privacy Policy's rules for Google user data still apply. BPN sends notices to your company's owners at the email addresses they use for NuSphere. Your company sends notices to BPN at the contact below.

18. Contact

BPN Solutions LLC, 11989 Windpointe Pass, Carmel, IN 46033, USA. Questions about these Terms or NuSphere: support@bpnsolutions.com.