Terms of Service

These Terms of Service (the "Terms") are a binding agreement between Neivan Technology Holdings, LLC, a Florida limited liability company ("Neivan", "we", "us"), and the organization or person that agrees to them (the "Customer", "you"). They govern your access to and use of the Neivan platform, the Neivan Recorder desktop app, our websites, APIs, documentation and related services (the "Service").

By creating an account, clicking to accept, signing an order form that refers to these Terms, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

1. Agreement, authority and order of precedence

1.1 Authority. If you accept on behalf of an organization, you confirm you have authority to bind it, and "you" means that organization. You must be at least 18.

1.2 Business use only. The Service is for businesses and professionals acting for business purposes. You confirm you are not using it as a consumer — for personal, family or household purposes — and, to the extent the law allows, laws that protect only consumers do not apply to these Terms.

1.3 What is included. These Terms include, by reference, the Subscription & Billing Terms, the Acceptable Use Policy ("AUP") and the Data Processing Agreement ("DPA").

1.4 Order of precedence. If documents conflict, this order applies: (1) a signed order form; (2) the DPA, for the processing of personal data; (3) these Terms; (4) the Billing Terms, the AUP and our other policies.

2. Definitions

• "Authorized User" — a person you allow to use the Service under your account.
• "Customer Data" — data, content, prompts, documents, instructions and configurations that you or your Authorized Users submit to or create in the Service, including data read from apps you connect, and Output.
• "Output" — content the Service generates for you, including AI-generated text and the results of agent actions.
• "Connected App" — a third-party product, account or API you connect to the Service (for example email, calendar, files, CRM, accounting or social media).
• "Beta Feature" — any feature labelled beta, preview, early access or experimental. The Service as a whole is currently in beta (see the Billing Terms).
• "Agent Action" — anything an agent, skill, workflow, schedule or trigger configured in your account does in the Service or in a Connected App, such as sending a message, publishing a post, creating, changing or deleting a record or file, or calling an API — whether or not a person approved it first.
• "Feedback" — suggestions, bug reports, ideas, change requests and other comments about the Service that you or your Authorized Users give us, including through the Service's Feedback box.

3. The Service

3.1 Your right to use it. Subject to these Terms, we give you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes while your account is active.

3.2 What it does. The Service lets you build, configure, run and supervise AI agents, skills and workflows; connect apps so agents can read from and act in them; manage knowledge and procedures; observe work to find tasks worth automating (when you enable it); and manage users, permissions, usage and billing.

3.3 Changes. We may add, change or remove features. We will not materially reduce the core functionality of a paid subscription during its term without at least 30 days' notice where practicable.

3.4 Beta. Beta Features, and the Service while in beta, are provided "as is", may change or be withdrawn, and are not covered by service-level commitments or by the warranty in Section 12.2. Software in beta is still being tested: it can contain defects that produce wrong Output, make Agent Actions behave unexpectedly, interrupt the Service, or cause Customer Data to be lost or corrupted. Use it with that in mind: keep your own copies of anything important (Section 7.8), and require approval for consequential Agent Actions (Section 9).

4. Accounts and Authorized Users

4.1 Keep your registration details accurate. Each account is for one identified person; do not share sign-in details.

4.2 You are responsible for everything done under your account, for your Authorized Users' compliance with these Terms, and for keeping credentials confidential. Tell us promptly at [email protected] if you suspect unauthorized access.

5. Your responsibilities

5.1 Acceptable use. You and your agents must follow the AUP.

5.2 Your data and instructions. You are responsible for Customer Data — its accuracy, legality and how you obtained it — for the instructions you give agents, for the apps you connect and the permissions you grant, and for Agent Actions and their real-world effects (see Section 9). You can require a person's approval before an agent acts, and we recommend doing so for anything consequential.

5.3 Notices and consents. As between us, you are the controller of the personal data in Customer Data. You are responsible for having a lawful basis and giving every notice and obtaining every consent the law requires, including before you:

• connect an app and authorize agents to read from or act in it;
• enable observation of activity in connected apps; or
• deploy the Neivan Recorder or enable its screenshot setting; or
• bring other people's meeting recordings or transcripts, writing or voice into the Service (for example, to build a person's personal knowledge).

5.4 Monitoring and recording laws. You are responsible for complying with employee-monitoring, workplace-privacy and recording-consent laws (including all-party consent laws), and must not enable observation or recording in a way that breaks them. The Observation & Screen-Recording Disclosure explains what these features capture, and the Employee Monitoring Notice is a template you may adapt.

5.5 Restrictions. You will not: reverse engineer the Service except where the law allows; resell or sublicense it; get around usage limits or security controls; use it to build a competing product or train a competing AI model; or remove our notices.

6. Fees

Fees, AI credits, taxes, late payments and price changes are governed by the Subscription & Billing Terms.

7. Customer Data

7.1 Ownership. As between us, you own Customer Data.

7.2 Our license. You give us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process and display Customer Data only to provide, secure and support the Service, address technical, security and abuse issues, and comply with law.

7.3 Output. We assign to you any rights we have in Output generated for you. Because of how AI works, Output may not be unique, and we do not promise that Output can be protected by intellectual property rights.

7.4 No model training. We will not use Customer Data to train, fine-tune or improve any AI model.

7.5 Aggregated data. We may use aggregated and de-identified data about how the Service is used — such as usage volumes and performance — to operate, secure, bill for and improve the Service, as long as it does not identify you or any person.

7.6 Privacy. Our Privacy Policy describes how we handle personal information. The DPA governs personal data we process for you.

7.7 Export and deletion. While your account is active, each Authorized User can download an export of their own personal data in the Service, and you can ask us at [email protected] for an export of your organization's Customer Data, which we will provide in a commonly used, machine-readable format within 30 days. After your account ends, we keep Customer Data until you ask us to delete it — we then delete it within 30 days — and we may delete it at any time after 90 days following the end of your account. Copies required by law are kept only as long as the law requires.

7.8 Backups and data loss. The Service is not a backup, archive or record-keeping system. You are responsible for keeping your own independent copies of any Customer Data you need, including files and anything held in Connected Apps. We back up our database for our own recovery, as described in the Security Overview: backups are taken once a day and kept for 7 days, they do not include files in file storage (such as uploads and recordings), and they are not used to restore individual items on request. Items that go to a recycle bin when deleted can be restored for 30 days; other deletions take effect immediately and cannot be undone. If Customer Data is lost or corrupted because of our failure, our only obligation, and your only remedy, is for us to use commercially reasonable efforts to restore it from our most recent backup that contains it.

8. AI features

8.1 Output can be wrong. Output may be inaccurate, incomplete or unsuitable. You are responsible for reviewing it before relying on it or letting an agent act on it.

8.2 No professional advice. The Service and its Output are not legal, medical, financial, tax, accounting, investment, engineering, architectural, construction, environmental, health-and-safety or other professional advice. Cost estimates, budgets, forecasts, schedules, feasibility studies, test fits, permits, procedures and similar Output are planning aids, not professional determinations. They are not stamped, certified or reviewed for code compliance, and a qualified professional must check them before you rely on them.

8.3 Human oversight. Keep appropriate human oversight of agents, especially for decisions about people (for example hiring, lending, housing or healthcare), and comply with the laws that apply to automated decisions and discrimination.

8.4 AI providers. Neivan-managed AI features use the model providers named in our Subprocessor List. If you connect your own AI provider key, your use of that provider is also governed by your own agreement with it, and you are responsible for that account and its charges. AI providers can change, limit or withdraw their models, and we are not responsible for a provider's outages, changes or conduct.

9. Agent Actions and Connected Apps

9.1 Agents act on your authority. Agent Actions are taken on your behalf, under your account and with the access you granted — usually as the person who ran the agent or set up its schedule or trigger. As between us, they are your actions, and you are responsible for them as if you had taken them yourself.

9.2 Approval settings are yours. Each agent's approval setting decides which Agent Actions wait for a person first. By default, an agent asks before actions that reach outside the Service. If you choose a setting that lets an agent act without approval — including for schedules, triggers and webhooks that run with nobody watching — you accept that it will act without anyone reviewing what it does. An approval records what a person saw and decided; it does not make us responsible for that decision.

9.3 Some actions cannot be undone. Many Agent Actions take effect outside the Service and cannot be recalled or reversed by us: for example, a sent email or message, a published or deleted post, a changed or deleted record or file in a Connected App, or a request sent to a third party's API. We do not keep copies of the data in your Connected Apps and cannot restore it.

9.4 Payments and financial records. If you connect a payment, banking, accounting, billing or payroll app, Agent Actions can create, change or send financial records and transactions in it, as far as the access you grant allows. Neivan is not a bank, payment processor or money transmitter, and does not hold or move funds for you. You are responsible for reviewing and approving these actions, for reconciling your accounts, and for every payment, refund, invoice or other transaction an agent makes. We recommend requiring approval for all of them.

9.5 Connected Apps generally. Connected Apps are governed by their own terms and privacy policies, and we are not responsible for them. By connecting one, you authorize the Service to access and exchange data with it within the permissions you grant, and you confirm you have the right to do so. We may disable an integration that poses a security or legal risk or that the provider changes or withdraws. Connected Apps may rate-limit, refuse, suspend or charge for automated activity, or change their APIs, and we are not responsible for a Connected App's data, availability, security or conduct.

9.6 YouTube. The Service uses YouTube API Services. By connecting a YouTube account to the Service or using the Service's YouTube features, you agree to be bound by the YouTube Terms of Service. Google's handling of your information is described in the Google Privacy Policy, and ours in our Privacy Policy. You can remove the Service's access to your YouTube account at any time with Disconnect in the Service or from your Google security settings.

9.7 Google user data. Our use and transfer of information received from Google APIs follows the Google API Services User Data Policy, including the Limited Use requirements, as described in our Privacy Policy.

10. Intellectual property and feedback

10.1 Ownership. The Service and all related software, models, templates and materials belong to Neivan and its licensors. We grant no rights except those stated in these Terms.

10.2 Feedback. Feedback is voluntary. You give us a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable license to use, copy, modify and exploit Feedback for any purpose, without payment, credit or any other obligation to you. Feedback is not your confidential information, and we are not required to act on it or respond to it. Do not include passwords, keys, other confidential information, or other people's personal data in Feedback. We handle the personal data that comes with Feedback, such as your name and email address, as our Privacy Policy describes.

10.3 Desktop software. The Neivan Recorder, and any other software we let you install, is licensed, not sold, for use with the Service. You are responsible for deciding whether to install it on a device, for verifying the download as the Service explains, and for installing the updates we release.

11. Confidentiality

Each party will use the other's non-public information that is marked or reasonably understood as confidential only to perform under these Terms, protect it with at least reasonable care, and share it only with people who need it and are bound to keep it confidential. This does not cover information that is or becomes public without fault, was already known, is independently developed, or is received lawfully from someone else. A party may disclose confidential information when the law requires, with notice where allowed.

12. Warranties and disclaimers

12.1 Each party confirms it has authority to enter into these Terms.

12.2 During a paid subscription, we warrant that the Service will perform materially as described in its documentation. Your only remedy for a breach of this warranty is for us to use reasonable efforts to fix it or, if we cannot within a reasonable time, to end the affected subscription and refund prepaid fees for the unused period.

12.3 EXCEPT AS STATED IN SECTION 12.2, AND TO THE MAXIMUM EXTENT THE LAW ALLOWS, THE SERVICE, OUTPUT AND AGENT ACTIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT OUTPUT IS ACCURATE; THAT AGENT ACTIONS WILL BE CORRECT, COMPLETE OR TIMELY; THAT CUSTOMER DATA WILL NOT BE LOST OR CORRUPTED; OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE. WE GIVE NO WARRANTY FOR CONNECTED APPS, AI PROVIDERS OR OTHER THIRD-PARTY SERVICES.

13. Indemnification

13.1 By you. You will defend Neivan against third-party claims arising from Customer Data, from your or your Authorized Users' use of the Service in breach of these Terms or the AUP, from your failure to give required notices or obtain required consents (including for observation, recording and Connected Apps), or from Agent Actions, and you will pay resulting damages, settlements and reasonable legal costs.

13.2 By us. We will defend you against third-party claims that the Service, used as permitted, infringes their intellectual property rights, and pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Output, Connected Apps, Beta Features, modifications not made by us, combinations with things we did not provide, or use in breach of these Terms. If such a claim arises, we may obtain the right for you to keep using the Service, modify it, or end the affected subscription and refund prepaid fees for the unused period.

13.3 Process. The party seeking defense must notify the other promptly, give it control of the defense and settlement (no settlement may impose liability on the defended party without its consent), and cooperate reasonably.

14. Limitation of liability

14.1 TO THE MAXIMUM EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, SAVINGS, GOODWILL OR BUSINESS OPPORTUNITY; LOSS, CORRUPTION OR UNAVAILABILITY OF DATA, OR THE COST OF RECOVERING OR RECREATING IT; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE SERVICES — HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED THEY WERE POSSIBLE.

14.2 EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID OR OWE NEIVAN FOR THE SERVICE, INCLUDING AI CREDITS, IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, AND (B) ONE HUNDRED US DOLLARS (US$100).

14.3 Sections 14.1 and 14.2 do not apply to: your payment obligations; your defense and payment obligations under Section 13.1; your or your Authorized Users' breach of the AUP or infringement of our intellectual property; a party's breach of Section 11 (except claims relating to Customer Data, which remain subject to Sections 14.1 and 14.2); or liability the law does not allow to be limited, such as for fraud, gross negligence or willful misconduct. Our defense and payment obligations under Section 13.2 are not subject to Section 14.1, but are limited to three times the amount in Section 14.2.

14.4 Agent Actions and third parties. To the maximum extent the law allows, we are not liable for the results of Agent Actions — whether a person approved them or an agent took them without approval under the setting you chose — or for anything a Connected App or AI provider does or fails to do, except to the extent caused by our own breach of these Terms, and then only within Sections 14.1 and 14.2.

14.5 Why these limits exist. The fees for the Service reflect the allocation of risk in Sections 7.8, 9, 12, 13 and 14, which is an essential basis of the bargain between the parties. These limits apply even if a limited remedy fails of its essential purpose.

15. Term, suspension and termination

15.1 Term. These Terms apply from when you first accept them until your account ends.

15.2 Ending your account. You may stop using the Service and ask us to close your organization's account at any time. Either party may terminate for a material breach not cured within 30 days after written notice. We may terminate immediately for a serious breach of the AUP or infringement of our intellectual property.

15.3 Suspension. We may suspend all or part of the Service if there is a material risk to its security or availability, if the law requires it, if payment is overdue as described in the Billing Terms, or if you materially breach the AUP. Where practicable, we will give notice first and limit the suspension to what is necessary.

15.4 Effect. When your account ends, your right to use the Service ends, amounts owed become due, and each party will return or destroy the other's confidential information on request (subject to Section 7.7 and legal retention requirements). Sections that by their nature should survive, survive.

16. Export controls and sanctions

You confirm that you and your Authorized Users are not in, or residents of, an embargoed country, and are not on a restricted-party list, and you will not use or export the Service in breach of export-control or sanctions laws.

17. Changes to these Terms

We may update these Terms. We will post the new version with a new effective date and, for a material change, notify account owners by email or in the Service at least 30 days before it takes effect, unless the change is required by law or addresses security. The Service may ask you to accept the new version, and we record who accepted which version and when. If you continue using the Service after a change takes effect, you accept it. If a material change harms you, you may end your subscription and receive a refund of prepaid fees for the unused period.

18. Governing law and disputes

18.1 Governing law. These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

18.2 Try to resolve it first. Before starting a formal proceeding, a party will send written notice of the dispute (to us at [email protected]) and both parties will negotiate in good faith for at least 30 days.

18.3 Courts. Disputes will be resolved exclusively in the state courts located in Broward County, Florida, or the United States District Court for the Southern District of Florida, and both parties consent to that jurisdiction and venue — unless a signed order form requires arbitration, in which case its arbitration terms apply. Either party may seek an injunction in any competent court to protect its intellectual property or confidential information. To the extent the law allows, a claim must be brought within one year after it arises.

18.4 Jury trial waiver. TO THE EXTENT THE LAW ALLOWS, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

18.5 No class actions. To the extent the law allows, each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding.

19. General

• Entire agreement. These Terms, with any order form and the documents in Section 1.3, are the entire agreement about the Service and replace earlier agreements about it.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all its assets, with notice. We may use subcontractors and subprocessors and remain responsible for them.
• Force majeure. Neither party is liable for delays or failures (other than payment) caused by events beyond its reasonable control.
• Notices. Legal notices to us go to [email protected] and Neivan Technology Holdings, LLC, 14817 SW 41st St, Davie, FL 33331, USA. We may send notices to your account email or post them in the Service. You agree to receive agreements, notices and other communications from us electronically, and they satisfy any legal requirement that they be in writing.
• Publicity. We may name you as a customer and show your logo in customer lists, unless you tell us not to at [email protected].
• Other. If a provision is unenforceable, it will be changed only as much as needed and the rest stays in effect. Not enforcing a provision is not a waiver. The parties are independent contractors, and there are no third-party beneficiaries. "Including" means "including without limitation".

20. Contact

Legal: [email protected] · Support and data exports: [email protected] · Billing: [email protected] · Security: [email protected] · Abuse reports: [email protected]