Terms of Service

These Terms of Service ("Terms") are a binding agreement between Neivan, Inc. ("Neivan", "we", "us") and the entity or person agreeing to them ("Customer", "you"), governing your access to and use of Neivan’s AI orchestration platform, websites, applications, APIs, and related services (the "Services"). By accessing or using the Services, clicking "I agree", or executing an Order Form that references these Terms, you agree to be bound by them. If you do not agree, do not use the Services.

Authority and eligibility. If you accept on behalf of an organization, you represent that you have authority to bind it, and "Customer" and "you" refer to that organization. You must be at least 18 and able to form a binding contract.

Order of precedence. If you and Neivan have a separately negotiated agreement or Order Form, it controls in case of conflict. Otherwise the order of precedence is: (1) an executed Order Form; (2) the Data Processing Addendum (DPA); (3) these Terms; (4) the Acceptable Use Policy (AUP) and other referenced policies.

"Authorized User" — an individual you authorize to use the Services under your account. "Customer Data" — data, content, prompts, documents, configurations, and instructions you or your Authorized Users submit to or generate through the Services, including Output. "Documentation" — our then-current usage documentation. "Order Form" — an ordering document or online order. "Output" — content generated by the Services in response to Customer Data. "Model Provider" — a third-party AI inference provider used to deliver AI features (e.g., OpenAI, Anthropic, Google Cloud (Vertex AI)). "Subscription Term" — the period you are authorized to use the Services.

Subject to these Terms and payment of fees, Neivan grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services and Documentation for your internal business purposes. Available features, quotas, and limits depend on your plan or Order Form.

The Services enable you to build, configure, deploy, run, supervise, and govern AI agents, skills, and workflows; connect third-party data sources and tools; manage knowledge and standard operating procedures; and administer users, permissions, usage, and billing.

Changes. We may modify, enhance, or discontinue features. We will not materially decrease the core functionality you are paying for during a paid Subscription Term without reasonable advance notice (at least 30 days to active subscribers, where practicable). Availability and support, if any, are described in the applicable Service Level Agreement and your plan.

You must provide accurate registration information and keep it current. Your administrators can provision and manage Authorized Users, configure permissions and integrations, configure agents and workflows, and access Customer Data; you are responsible for their actions.

You are responsible for all activity under your account, your Authorized Users’ compliance with these Terms, the accuracy, quality, and legality of Customer Data and how you acquired it, and maintaining the confidentiality of credentials. Accounts are for a single identified individual and may not be shared; use service accounts for automation where offered. Notify us promptly at [email protected] of any unauthorized access.

Your use is subject to our Acceptable Use Policy (AUP), incorporated by reference. You are responsible for your Authorized Users’ and your agents’ compliance.

You will not, and will not permit others to: use the Services in violation of law or the AUP; infringe or misappropriate others’ intellectual property or privacy; reverse engineer or attempt to derive source code or underlying models (except as permitted by law); resell, sublicense, or time-share the Services except as permitted; circumvent usage or rate limits or security/access controls, or share tokens across customers; use the Services to build a competing product or train a competing AI model; introduce malicious code or disrupt or gain unauthorized access to any system; or remove proprietary notices.

You are responsible for the prompts and instructions you give your agents, the integrations you connect, and the actions your agents take through the Services, including Output and real-world effects of agent actions.

You agree to pay all fees in your plan, on the Pricing page, or in an Order Form. Unless stated otherwise, subscription fees are charged in advance and usage-based or metered charges (including charges based on AI operations, tokens consumed, or features used) are calculated by Neivan’s metering and billed in arrears (e.g., monthly). Our measurements of usage are determinative absent manifest error.

Unless invoiced, you authorize us and our payment processor to charge your payment method when fees are due; invoiced fees are due within 30 days. Overdue amounts may accrue interest at the lower of 1.5%/month or the maximum permitted by law, and we may suspend the Services for non-payment after notice and a cure opportunity. Fees are exclusive of taxes, for which you are responsible (excluding taxes on Neivan’s net income).

Price changes apply on renewal with at least 30 days’ notice. Subscriptions renew automatically for equal periods unless either party gives notice of non-renewal before the end of the term (self-serve plans: cancel from Settings → Billing). Except as required by law or stated in an Order Form, fees are non-refundable and there are no credits for partial periods or unused quotas. Billing disputes: contact [email protected] within 60 days of the charge.

Trials are provided "as is" without warranty and may be modified or terminated at any time; Customer Data entered during a trial may be lost unless you purchase a subscription or export it first.

Features identified as alpha, beta, preview, early access, or experimental ("Beta Features") are provided "as is", may change or be withdrawn at any time, are excluded from service-level and support commitments, and may carry additional terms. Use of Beta Features is at your own risk.

Ownership. As between the parties, you own and retain all rights in Customer Data; these Terms grant Neivan no ownership of it.

License to Neivan. You grant Neivan a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, and display Customer Data solely to provide, secure, maintain, and support the Services, address technical/security/abuse issues, and comply with law. Neivan will not use Customer Data for any other purpose.

Output. Subject to Model Providers’ rights and applicable law, Neivan assigns to you its right, title, and interest (if any) in Output generated for you. Because of the nature of AI, Output may not be unique, similar Output may be generated for others, and Neivan makes no representation that Output can be protected by intellectual property rights.

Aggregated/de-identified data. Neivan may use aggregated and de-identified data derived from operating the Services (e.g., usage and performance metrics) for security, billing, capacity planning, analytics, and improvement, provided it does not identify you or any individual.

Model training. Neivan will not use Customer Data to train, fine-tune, or improve any model made available to other customers without your express instruction or written agreement.

Privacy and data protection. Our processing of personal information is described in the Privacy Policy. Where Neivan processes personal data on your behalf, the DPA applies and is incorporated by reference; you are the controller and are responsible for providing required notices and obtaining required consents. During the Subscription Term and for 30 days after termination, you may export Customer Data using available tools; thereafter we delete or de-identify it per the Privacy Policy and DPA (except routine backups and data required by law).

AI Output is probabilistic and may be inaccurate, incomplete, biased, outdated, or unsuitable for your purpose. You are solely responsible for evaluating Output and for decisions or actions taken based on it.

No professional advice. The Services and Output do not constitute legal, medical, financial, tax, accounting, or other professional advice. Where Output resembles regulated professional advice, you must clearly disclaim it as AI-generated and ensure appropriate professional review.

Human oversight. You agree to maintain appropriate human oversight of agents and workflows, particularly for consequential decisions (e.g., hiring, lending, housing, healthcare, immigration, public benefits). The Services provide controls — including Shadow Mode, Approval Chains, and review queues — to support human-in-the-loop operation; you are responsible for configuring and using them and for complying with applicable AI, automated-decision, and anti-discrimination laws.

Model Providers. Certain AI features rely on Model Providers, who process the relevant prompts and context as sub-processors to generate Output. Your use may be subject to Model Providers’ use policies. We require Model Providers, through their enterprise/API terms, not to use Customer Data transmitted through the Services to train their general-purpose models, to the extent such commitments are available.

The Services may interoperate with third-party products, data sources, and APIs you choose to connect ("Third-Party Services"), which are governed by their own terms and privacy policies and for which Neivan is not responsible. By connecting a Third-Party Service, you authorize Neivan to access and exchange data with it as needed to provide the integration and grant your agents the scopes you select, and you represent that you have the right to do so. We may suspend or disable an integration that changes or poses a security or legal risk.

The Services, Documentation, and all related software, models, templates, designs, and materials, and all intellectual property rights therein, are and remain the exclusive property of Neivan and its licensors. Except for the limited rights expressly granted, no rights are granted to you, and all rights not expressly granted are reserved. "Neivan" and our logos are our trademarks and may not be used without our prior written consent except as permitted under "Publicity" below.

Feedback. If you provide suggestions or feedback about the Services, you grant Neivan a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without restriction or obligation to you.

"Confidential Information" means non-public information disclosed by one party that is designated confidential or that reasonably should be understood to be confidential. Neivan’s includes non-public aspects of the Services; yours includes Customer Data. The recipient will use Confidential Information only to exercise its rights and perform its obligations, protect it with at least reasonable care, and not disclose it except to personnel, affiliates, and advisors who need to know and are bound by comparable obligations.

Confidential Information excludes information that is or becomes public through no fault of the recipient, was rightfully known without restriction, is independently developed, or is rightfully obtained from a third party. A party may disclose Confidential Information if required by law or legal process, with reasonable prior notice where permitted and cooperation to limit the disclosure.

Each party represents it has authority to enter into these Terms. Neivan warrants that, during the Subscription Term, the Services will perform materially in accordance with the Documentation; your exclusive remedy for breach is for Neivan to use commercially reasonable efforts to correct the non-conformity or, failing that within a reasonable time, to terminate the affected Services and refund prepaid, unused fees for the affected period.

YOU ACKNOWLEDGE THAT AI OUTPUT IS PROBABILISTIC AND MAY BE INACCURATE OR UNSUITABLE, AND THAT YOU ARE RESPONSIBLE FOR REVIEWING OUTPUT BEFORE RELYING ON IT OR TAKING CONSEQUENTIAL ACTION. NEIVAN DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR FITNESS OF ANY OUTPUT.

EXCEPT AS EXPRESSLY STATED ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND NEIVAN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEIVAN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

By Customer. You will defend, indemnify, and hold harmless Neivan and its affiliates and their personnel from third-party claims, and resulting losses and reasonable costs (including reasonable attorneys’ fees), arising from Customer Data (including any claim that it infringes or violates law), your or your Authorized Users’ use of the Services in violation of these Terms or the AUP, or actions taken by your agents through the Services.

By Neivan. Neivan will defend you against third-party claims alleging that the Services, as provided and used in accordance with these Terms, infringe a third party’s intellectual property right, and will indemnify resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data or Output, use in violation of these Terms, combination with non-Neivan products or data, modifications not made by Neivan, or Third-Party Services or Beta Features. If the Services become subject to an infringement claim, Neivan may procure the right to continue use, modify the Services to be non-infringing, or terminate the affected Services and refund prepaid, unused fees. This states Neivan’s entire liability and your exclusive remedy for IP infringement.

The indemnified party will promptly notify the indemnifying party, give it sole control of defense and settlement (no settlement imposing liability on the indemnified party without consent), and provide reasonable cooperation.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR COST OF SUBSTITUTE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NEIVAN FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

These exclusions and the cap do not apply to: your payment obligations; the parties’ indemnification obligations; a party’s breach of confidentiality (excluding claims relating to Customer Data, which remain capped); your or your users’ violation of the AUP or infringement of Neivan’s intellectual property; or liability that cannot be limited by law (e.g., fraud, willful misconduct, gross negligence). These limitations reflect an agreed allocation of risk and apply even if a limited remedy fails of its essential purpose.

These Terms apply from your first acceptance until all Subscription Terms expire or they are terminated. Either party may terminate for material breach not cured within 30 days after written notice; Neivan may terminate immediately for breach of the AUP or the acceptable-use restrictions, or infringement of Neivan’s intellectual property.

Suspension. Neivan may suspend access, in whole or part, if there is a material risk to the security, integrity, or availability of the Services; if required by law; if you are past due on undisputed fees after notice; or if you or your users materially violate the AUP. Where practicable we will give advance notice and limit the suspension to what is reasonably necessary.

Self-serve cancellation. You may cancel a self-serve subscription at any time from Settings → Billing; your account remains active through the end of the paid period, with no pro-rata refund except as required by law.

Effect. On termination or expiration, all rights and licenses to you cease, you must stop using the Services, outstanding fees become due, and each party will return or destroy the other’s Confidential Information on request (subject to legal retention and routine backups). Customer Data export and deletion are as described under "Customer Data and privacy". Provisions that by their nature should survive termination will survive.

The Services may be subject to U.S. and other export-control and sanctions laws. You represent that you and your Authorized Users are not located in, or a national or resident of, an embargoed or sanctioned jurisdiction, and are not on any restricted-party list, and you will not use or export the Services in violation of such laws or for any prohibited end use.

U.S. Government end users. The Services and Documentation are "commercial products" / "commercial computer software" and "commercial computer software documentation." Government use, reproduction, or disclosure is subject to the restrictions in these Terms consistent with FAR 12.212 and DFARS 227.7202, as applicable.

We may update these Terms from time to time. For material changes, we will post the updated Terms with a new effective/last-updated date and, where appropriate, notify account owners by email or in-product at least 30 days before they take effect (except changes required by law or addressing security, which may take effect sooner). Your continued use after the effective date constitutes acceptance. If a material change materially and adversely affects you, you may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees. Changes to the Services are governed by the "The Services" section above.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules; the U.N. Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution first. Before initiating a formal proceeding, the parties will attempt in good faith to resolve any dispute by sending written notice (to Neivan at [email protected]) and negotiating for at least 30 days.

Venue. Disputes are resolved in the state or federal courts located in Wilmington, Delaware, and the parties consent to their exclusive jurisdiction and venue — except where binding arbitration is required by an enterprise Order Form, in which case that arbitration provision governs. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. To the extent permitted by law, any claim must be brought within one (1) year after it accrues.

These Terms, with any Order Form, the DPA, the AUP, and referenced policies, are the entire agreement regarding the Services and supersede prior agreements. Neither party may assign without the other’s consent, except to an affiliate or in a merger, acquisition, or sale of substantially all assets on notice. Neivan may use affiliates and subcontractors (including sub-processors) and remains responsible for their performance.

Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control. Legal notices to Neivan go to [email protected]; notices to you may be sent to the account email or posted in-product. If any provision is unenforceable it will be modified to the minimum extent necessary and the rest remains in effect; failure to enforce is not a waiver.

Publicity. Neither party will issue a press release about the relationship without consent; however, Neivan may identify you as a customer and use your name and logo in customer lists and marketing materials, subject to your brand guidelines and any opt-out you send to [email protected]. The parties are independent contractors; there are no third-party beneficiaries except as expressly stated. "Including" means "including without limitation."

Legal notices: [email protected]. Billing: [email protected]. Security: [email protected]. Abuse / AUP reports: [email protected]. Neivan, Inc. (Delaware, USA); mailing address available on request.