Website Terms of Use

Last Updated Date: September 30, 2025

These Terms of Use (“Terms of Use” or “Terms”) form an agreement between you (“you” or “your”) and NWN Corporation, Carousel Industries of North America LLC and Leverage Information Systems, Inc., and InterVision Systems, LLC (collectively, “NWN”, “we,” “us,” or “our”) and govern your use of www.nwn.ai and any other website owned or operated by NWN that links to these terms (the “Site”) and all features, content, functionality, and tools made available on or through the Site (collectively with the Site, the “Services”).

READ THESE TERMS CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS AND REMEDIES IN CONNECTION WITH THE SERVICES, INCLUDING AN AGREEMENT TO ARBITRATE FOR ANY DISPUTE RESOLUTION UNDER SECTION 9 BELOW.

1. ACCEPTANCE

Please read these Terms carefully before you access and use the Services. BY ACCESSING AND USING THE SERVICES YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS. If you do not agree to these Terms, you must (i) not access or use the Services, or (ii) discontinue any access or use of the Services. Your failure to comply with the Terms may result in the suspension or termination of access to the Services, and may subject you to civil and criminal penalties.

2. COOKIES AND AUTOMATIC INFORMATION COLLECTION TECHNOLOGIES

Our Services incorporate the use of third-party technologies, including cookies, pixels, and other online technologies to enhance user experiences, personalize outreach and marketing, security and fraud prevention, and to analyze performance and traffic on our Services. Cookies and related information collected about your use of the Services may be shared with third parties, including security vendors, advertising partners, and analytics partners. More information about these tools can be found in our privacy policy found at www.nwn.ai/privacy-policy/.

3. CHANGES

NWN reserves the right, in its sole discretion, to amend these Terms, at any time and without prior notice unless otherwise required by law. All changes are effective immediately when we post them unless we expressly specify otherwise or unless otherwise required by law. If we choose to amend the Terms, we will update the “Last Updated Date” at the top of these Terms and post the updated version. By continuing to use the Services after we have posted an updated version of the Terms, you are affirming that you agree to be bound by the amended Terms.

4. ACCESS TO THE SERVICES

Subject to your compliance with the Terms, Company grants you a limited, revocable, non-exclusive, nontransferable, non-assignable and non-sublicensable right to access and use the Services for your own personal or internal business use only, and not for resale or third-party distribution. In order to use the Services, you must have internet access, otherwise you will not be able to use some or all of the Services.

5. USER CONDUCT

You may not:

• copy, distribute, share, publish, use or store, or prepare derivative works from any content on the Services covered by any copyrights, trademark, patent, or other intellectual property right belonging to NWN or a third party, except with prior express permission of NWN;
• access, search, collect information from, or otherwise interact with the Services by “scraping,” “crawling” or “spidering” the Services;
• use, display, mirror or frame the Services, or any feature, functionality, tool or content of the Services, NWN’s name, any NWN trademark, logo or other proprietary information;
• interfere with, disrupt, damage or compromise the Services or our systems or the access of any user, host or network in any way;
• attempt to decipher, decompile, disassemble or reverse engineer any of the code or software used to provide the Services;
• otherwise abuse the Services or violate these Terms; or
• attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.

NWN reserves the right to investigate and prosecute violations of any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law, and to monitor and/or disable access to or use of the Services by any user.

6. INTELLECTUAL PROPERTY OWNERSHIP

The Services are protected by copyright, trademark, patent, and other laws of the applicable jurisdiction and throughout the world. You acknowledge and agree that the Services, and all intellectual property rights therein, are the exclusive property of NWN and its licensors. You will not remove, alter, or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Services, and you may not use the trade names, logos, and other trademarks and service marks associated with NWN without our prior written consent. You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality, or tools of, the Services in any form or by any means, or sublicense the rights granted in these Terms.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by NWN or its licensors, except for the revocable licenses and rights expressly granted in these Terms. All rights not expressly granted to you by these Terms are hereby reserved to NWN and its licensors.

If you choose to provide feedback, comments, ideas and suggestions for improvements, enhancements, and modifications to the Services (“Feedback”), you acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of NWN. You hereby irrevocably transfer and assign to NWN all of your right, title, and interest in and to, and waive any moral rights you may have in, all such Feedback.

7. NO ENDORSEMENTS

The Services may provide links to third-party websites, resources or services. Links to such websites, resources, or services do not imply any endorsement by NWN of such websites, resources, or services or the content, products or services available on or through such websites, resources or services.

8. DISCLAIMERS, LIMITATION OF LIABILITY & INDEMNIFICATION

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NWN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE OR RIGHTFUL CLAIM, WARRANTIES AS TO THE RELIABILITY OR AVAILABILITY OF THE SERVICES, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WARRANTIES AS TO THE COMPLETENESS, ACCURACY, OR TIMELINESS OF ANY CONTENT.

YOU ACKNOWLEDGE AND AGREE THAT ACCESSING AND USING THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU HEREBY RELEASE NWN AND WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGES CAUSED BY ANY OF THE FOREGOING. WITHOUT LIMITING THE FOREGOING, NWN DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES. IN NO EVENT WILL NWN BE LIABLE FOR ANY (A) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR (B) DAMAGES FOR LOST REVENUES OR PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NWN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, NWN’s AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL BE LIMITED TO TEN U.S. DOLLARS (US $10).

To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold NWN and its affiliates, licensors and service providers harmless from and against any claims, liabilities, damages, losses, costs, and expenses, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with your access to or use of the Services, your breach of these Terms, or your gross negligence or willful misconduct.

9. DISPUTE RESOLUTION

9.1 Disputes. The terms of this Section 9 shall apply to all Disputes between you and NWN. For the purposes of this Section, “Dispute” shall mean any dispute, claim, controversy, or action between you and NWN arising under or relating to your use of the Services, communications between us and you, or any other transaction involving you and NWN, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND NWN AGREE THAT “DISPUTE” AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION FOR: (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; (4) TRADEMARK INFRINGEMENT OR DILUTION; OR (5) ANY OTHER CLAIM FOR WHICH INJUNCTIVE RELIEF IS APPROPRIATE.

9.2 Opt-Out. You may elect to opt out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this section by sending a written letter to NWN within thirty (30) calendar days of your initial agreement to this Agreement (including your first use of the Platform) that specifies: (1) your name; (2) your mailing address; and (3) your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt out consistent with the procedures set forth above, all other terms of this Agreement shall continue to apply. Please see Section 9.3 (Dispute Notice) for how to contact us.

9.3 Dispute Notice. In the event of a Dispute, you or NWN must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to NWN must be addressed to NWN Corporation Attn: Legal Department 659 South County Trail Exeter, RI 02822 (“NWN Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you, or via email if we do not have any such address on file. If NWN and you do not reach an agreement to resolve the Dispute within sixty (60) calendar days after the Dispute Notice is received, you or NWN may proceed to mediation as articulated in this Section. You and NWN will work in good faith to schedule the informal conference at a mutually convenient time. If you are represented by counsel, your counsel may participate in the informal dispute resolution conference, but you shall also fully participate in such discussions.

9.4 Mediation. In the event the parties cannot resolve the Dispute via the informal dispute resolution conference, the Dispute must first be submitted to non-binding mediation before a neutral third party before it may proceed to arbitration. Selecting the mediator, the appropriate terms for mediation (including costs), and a date for mediation shall be negotiated in good faith between the parties unless otherwise required by law. Such fees also will not include attorneys’ fees and costs, if any, unless awarded during mediation. If the parties cannot agree to appropriate terms concerning mediation, the parties shall be entitled to proceed with an arbitration proceeding pursuant to this section.

9.5 Binding Arbitration. In the event mediation is unsuccessful, you and NWN agree: (1) to arbitrate all Disputes between you and NWN pursuant to the provisions of this Agreement; (2) this Agreement memorializes a transaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section (notwithstanding the choice-of-law provision contained herein); and (4) this Section shall survive termination in this Agreement.

9.6 Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state, municipality, province, or territory if the action is within that court’s jurisdiction and is pending only in that court.

9.7 WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND NWN AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND NWN AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.

9.8 MASS ACTION WAIVER. You and NWN agree that any Dispute between you shall be resolved only in an individual arbitration pursuant to this Section. You and NWN expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a Mass Action, as defined below, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any Mass Action to award relief to anyone but the individual in arbitration, unless otherwise provided in this section. “Mass Action” includes instances in which you or NWN are represented by a law firm or collection of law firms that has filed 25 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or NWN’s behalf, and the law firm or collection of law firms seek to simultaneously or collectively administer and/or arbitrate all arbitration demands in the aggregate. Notwithstanding this section, nothing prevents you or NWN from participating in a mass settlement of claims.

9.9 Special Master Appointment. In the event there is a dispute concerning the Mass Action Waiver, the parties agree to resolve such dispute before a “Special Master” appointed by the arbitration provider and agreed to between the parties. The Special Master shall have authority to resolve disputes concerning: (i) filing fees owed with respect to any Mass Action; (ii) any dispute regarding whether this arbitration agreement has been followed; (iii) whether claimants are barred from proceeding with a Mass Action; (iv) any dispute relating to the representation of the same claimant by multiple law firms; (v) any dispute regarding discovery common to all claims; and (vi) any disputes regarding legal or factual issues common to all claims. If the Special Master determines you violated the Mass Action Waiver, either party shall have the opportunity to opt out of arbitration within 30 days of the arbitrator’s decision. You may opt out of arbitration by providing a written notice nwnprivacy@nwn.ai. NWN may opt out of arbitration by sending written notice of its intention to the arbitration provider and to you or your attorney, agent, or representative. For the avoidance of doubt, the ability to opt out of arbitration at this stage in the proceedings only applies if the arbitrator or panel of arbitrators determines that you have violated the Mass Action Waiver. If the parties proceed with arbitration, the parties agree to the batching procedures below.

9.10 Batching. After proceedings before the Special Master have concluded, and to the extent any Mass Actions are permitted to proceed, the parties agree that Mass Actions will be batched into groups of no more than 200 demands per batch by state of residence (with any remaining demands batched into a single group). The parties shall inform the arbitrator of the batches and their composition within 14 calendar days of the conclusion of proceedings before the Special Master. The arbitration provider shall treat each batch of claims as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents and filing fees per batch. The parties shall randomly assign sequential numbers to each batch, and only one batch shall proceed to arbitration at a time in the order of the random sequential numbers. A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch as the batch proceeds to arbitration.

9.11 Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be administered by the American Arbitration Association (AAA) and be governed by the applicable AAA rules to the Dispute; except AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA rules and the rules set forth in this Agreement, the rules set forth in this Agreement shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of this Agreement. The arbitrator, and not any federal, state, provincial, territorial, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

9.12 Hearing Format. Unless otherwise agreed, the arbitration shall take place in Rhode Island, but may proceed telephonically in the event the total amount of the claim does not exceed $2,500 U.S. dollars (if the claimant so chooses). In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by NWN or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or NWN is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.

9.13 Amendments to this Section. Notwithstanding any provision in this Agreement to the contrary, you and NWN agree that if NWN makes any material amendments to the dispute resolution procedure and class action waiver provisions in this Agreement, NWN will notify you and you will have thirty (30) calendar days from the date of notice to affirmatively opt out of any such amendments by sending a written letter to the NWN Notice Address that specifies: (1) your name; (2) your mailing address; and (3) your request to opt out of such amendments. If you affirmatively opt out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section as stated in this Agreement, without any of the proposed amendments governing. If you do not affirmatively opt out of any future amendments, you will be deemed to have consented to any such future amendments.

9.14 Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of this Agreement remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of this Agreement.

9.15 Exclusive Venue for Other Controversies. NWN and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the courts located within Rhode Island, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

10. GOVERNING LAW & DISPUTE RESOLUTION These Terms, Disputes, and any subject matter related thereto, including the arbitration agreement in Section 9, shall be governed by and interpreted in accordance with the laws of Rhode Island without regard to conflict of law principles.

11. MISCELLANEOUS These Terms constitute the entire and exclusive understanding and agreement between you and NWN regarding your access to and use of the Services and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and NWN and regarding the subject matter hereof.

You may not assign, transfer, delegate, subcontract or sublicense any of your rights or obligations under the Terms. Any attempted assignment, transfer, delegation, subcontracting or sublicense without the foregoing consent will be null and void.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms. Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of the Terms shall survive such expiration or termination.

Our failure to exercise any right or enforce any obligation under the Terms or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation or breach.

If an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.

The headings in the Terms are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof. Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

Pursuant to California Civil Code §1789.3, California residents may also be entitled to the following specific consumer rights notice:

If you have any questions or concerns, please contact Company at nwnprivacy@nwn.ai.

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