Last Updated: April 30, 2026 23:27:15

Important Legal Notice

1. Acceptance of Terms

These Terms of Service (“Terms”) govern access to and use of the Nyvian website, platforms, dashboards, software applications, artificial intelligence tools, automation systems, consulting services, development services, support services, and related products or services made available by Nyvian (collectively, the “Services”).

By accessing the website, creating an account, using a dashboard, subscribing to a product, purchasing services, signing up for a consultation, accepting a proposal, approving a statement of work, using an AI tool, submitting data, or otherwise using the Services, you agree to be bound by these Terms and by any additional written agreement, order form, proposal, statement of work, privacy policy, data processing terms, acceptable use policy, or service-specific terms that apply to your use of the Services.

If you do not agree with these Terms, you must not access or use the Services. If you are using the Services on behalf of a business, organization, or other legal entity, you represent that you have authority to bind that entity to these Terms. In that case, “you” and “your” refer to that entity and to any person using the Services on its behalf.

If a separate written agreement signed by Nyvian and a client expressly conflicts with these Terms, the signed agreement will control only for the specific conflicting provision and only for the services covered by that signed agreement. All other provisions of these Terms remain in effect.

2. About Nyvian and the Services

Nyvian provides practical software and AI systems for businesses. Its Services may include artificial intelligence tools, workflow automation, custom software development, SaaS products, web applications, internal dashboards, API integrations, operational tools, product strategy, technical consulting, and related support.

The Services may be provided through self-serve digital products, subscription-based access, client-specific projects, retainers, consulting engagements, or other commercial arrangements. The exact scope, timelines, deliverables, fees, support level, and ownership terms for client-specific work should be documented in a written proposal, order form, statement of work, master services agreement, or similar written agreement.

Nyvian may modify, improve, remove, suspend, or discontinue any feature, product, service, integration, workflow, AI capability, dashboard, or website content at any time, subject to any specific obligations stated in a signed agreement.

• AI-powered tools and AI-assisted systems.
• Custom software development and internal business applications.
• Workflow automation and operational process improvements.
• SaaS-based dashboards, portals, and platforms.
• API integrations, data flows, and system connections.
• Technical consulting, implementation, maintenance, and support.

3. Definitions

For clarity, the following definitions apply throughout these Terms unless the context requires otherwise.

“Account” means an account, login, workspace, dashboard, admin panel, or user profile created to access any part of the Services.

“AI Services” means any feature, tool, system, workflow, model-based functionality, chatbot, agent, recommendation engine, summarization feature, classification feature, generation feature, automation, or other capability that uses artificial intelligence, machine learning, large language models, generative AI, or related technologies.

“Client Content” means any data, files, text, prompts, documents, images, videos, audio, code, designs, brand assets, business information, customer information, personal information, sensitive information, credentials, configurations, databases, feedback, instructions, or other material provided by you or on your behalf.

“Deliverables” means software, code, designs, documentation, workflows, configurations, reports, dashboards, integrations, models, prompts, automations, or other work product provided by Nyvian under a written agreement.

“Input” means any prompt, instruction, data, file, content, or information submitted to an AI Service.

“Output” means any response, text, recommendation, summary, classification, prediction, design, code, workflow, image, data, or other result generated or assisted by an AI Service.

“Statement of Work” or “SOW” means a written document, proposal, order form, email confirmation, contract schedule, or similar document that describes project-specific services, deliverables, fees, milestones, responsibilities, and timelines.

“User” means any individual, business, organization, client, employee, contractor, administrator, invited user, or other person who accesses or uses the Services.

4. Eligibility, Authority, and Business Use

The Services are intended for individuals and businesses that can enter into legally binding agreements. You must be at least eighteen (18) years old, or the age of majority in your jurisdiction if higher, to use the Services.

If you use the Services on behalf of a company, organization, client, employer, or other entity, you represent and warrant that you have full legal authority to do so. If you do not have that authority, you may be personally responsible for obligations arising from your use of the Services, including payment obligations, misuse, data submissions, and legal claims.

You are responsible for ensuring that your use of the Services is lawful in your jurisdiction. Nyvian does not represent that the Services are appropriate, available, or lawful in every country, region, industry, or use case.

5. Account Registration, Dashboards, and Security

Certain Services may require an Account. You agree to provide accurate, current, and complete information when creating or maintaining an Account. You must promptly update any information that becomes inaccurate or incomplete.

You are responsible for all activity under your Account, including activity by employees, contractors, administrators, invited users, clients, representatives, or any other person who accesses the Services through your credentials, workspace, dashboard, or organization profile.

You must keep login credentials confidential, use strong passwords, enable available security features where appropriate, and promptly notify Nyvian of any actual or suspected unauthorized access, breach, misuse, or security issue involving your Account.

Nyvian may suspend, restrict, or terminate access if it reasonably believes that Account information is inaccurate, credentials have been compromised, activity is suspicious, payment is overdue, use violates these Terms, or continued access may create legal, operational, security, reputational, or financial risk.

• You are responsible for user permissions inside your organization or workspace.
• You are responsible for removing access from former employees, contractors, or representatives.
• Nyvian is not liable for losses caused by weak passwords, shared credentials, compromised devices, unauthorized account sharing, or your failure to manage permissions.

6. Website Use and Informational Content

The content on the Nyvian website is provided for general informational and marketing purposes. It may describe capabilities, examples, services, use cases, expected outcomes, or business benefits. Website content does not create a guarantee, warranty, professional advice relationship, or binding obligation unless expressly included in a signed agreement or formal order document.

Nyvian may update, correct, remove, or modify website content at any time. Nyvian does not guarantee that website content is complete, current, error-free, or suitable for your specific business requirements.

You may not scrape, copy, reproduce, resell, reverse engineer, mirror, frame, or commercially exploit the website, content, layout, product descriptions, service descriptions, workflows, or materials without Nyvian’s prior written permission.

7. SaaS Subscriptions and Platform Access

Nyvian may offer subscription-based Services, including SaaS tools, dashboards, portals, AI tools, automation systems, or other hosted products. Subscription features, limits, pricing, renewal terms, usage limits, included support, and cancellation rules may be described on the website, in a checkout page, order form, pricing page, SOW, or signed agreement.

Unless otherwise stated in writing, subscriptions are licensed, not sold. You receive a limited, revocable, non-exclusive, non-transferable right to access and use the applicable SaaS Service for your internal business purposes during the active subscription term and subject to these Terms.

Nyvian may apply usage limits, fair use limits, seat limits, API limits, storage limits, rate limits, automation limits, AI usage limits, credit limits, or other technical and commercial restrictions. If you exceed those limits, Nyvian may charge additional fees, require an upgraded plan, throttle usage, suspend access, or restrict functionality.

Unless otherwise stated in writing, SaaS subscriptions may automatically renew until cancelled. You are responsible for cancelling before renewal if you do not wish to continue. Failure to use the Services does not cancel your subscription and does not entitle you to a refund.

8. Custom Software Projects, Statements of Work, and Retainers

For custom software development, AI implementation, automation projects, consulting, or ongoing retainers, the specific scope should be set out in a SOW, proposal, service agreement, email approval, or other written record accepted by Nyvian.

A SOW may include project scope, deliverables, exclusions, timelines, milestones, fees, payment schedule, client responsibilities, dependencies, support expectations, ownership terms, acceptance criteria, revision limits, and change request procedures.

If a requested item is not expressly included in the SOW, it is out of scope. Out-of-scope work may require a change order, revised quote, updated timeline, additional fees, or a separate agreement.

Retainers may provide access to a fixed amount of time, support, maintenance, development capacity, strategic advisory, or operational assistance. Unless otherwise stated in writing, unused retainer time, credits, or capacity do not roll over and are not refundable.

9. Fees, Billing, Taxes, Chargebacks, and No Refunds

You agree to pay all fees associated with the Services you purchase, subscribe to, approve, or otherwise authorize. Fees may be charged upfront, monthly, annually, by milestone, by retainer, by usage, by seat, by project, or under another billing structure stated in writing.

Unless otherwise agreed in writing, all fees are due before work begins, before access is granted, or according to the applicable billing schedule. Nyvian may pause or withhold work, access, support, deployment, source code, deliverables, documentation, credentials, transfers, or handoff until all amounts due are paid in full.

All fees are exclusive of taxes unless expressly stated otherwise. You are responsible for all applicable taxes, duties, levies, bank fees, exchange fees, payment processing fees, and similar charges arising from your purchase or use of the Services.

All payments are final and non-refundable to the maximum extent permitted by law. This no-refund policy applies to subscriptions, deposits, retainers, milestone payments, setup fees, implementation fees, consulting fees, development fees, AI usage fees, support fees, and other amounts paid to Nyvian unless Nyvian expressly agrees otherwise in writing.

You may not avoid payment by initiating chargebacks, reversals, payment disputes, or similar actions without first making a good-faith attempt to resolve the issue with Nyvian. If you initiate a chargeback or payment dispute, Nyvian may suspend access, stop work, withhold deliverables, terminate services, recover collection costs, and charge reasonable administrative fees where permitted by law.

If payment is overdue, Nyvian may suspend or terminate Services, revoke access, pause support, restrict account functionality, decline new work, withhold deliverables, or pursue collection. You remain responsible for all outstanding fees, including fees incurred before suspension or termination.

10. Client Responsibilities, Cooperation, and Delays

Nyvian’s ability to provide Services may depend on your timely cooperation. You are responsible for providing accurate requirements, business context, access credentials, technical documentation, approvals, feedback, data, brand assets, content, stakeholder availability, and other materials reasonably required to perform the Services.

You are responsible for ensuring that Client Content is accurate, lawful, complete, properly licensed, and appropriate for use in the Services. Nyvian is not responsible for delays, defects, missed deadlines, incorrect outputs, rework, additional costs, or poor outcomes caused by inaccurate instructions, incomplete materials, late feedback, missing approvals, third-party delays, unclear requirements, or changes in your business direction.

If you delay required feedback, approvals, access, or materials, Nyvian may extend timelines, pause work, reschedule resources, charge additional fees, treat milestones as accepted, or terminate the engagement where appropriate.

You are responsible for independently reviewing and approving all deliverables before using them in production, publishing them publicly, providing them to customers, relying on them for business operations, or integrating them into critical workflows.

11. AI Services, Inputs, Outputs, and Human Review

AI Services are probabilistic and may produce inaccurate, incomplete, outdated, biased, offensive, unsafe, non-unique, non-infringing, or unsuitable Outputs. Nyvian does not guarantee that AI Outputs will be correct, lawful, unique, original, secure, complete, reliable, or appropriate for your intended use.

You are solely responsible for the Inputs you provide, the Outputs you use, and any decisions, actions, publications, communications, business processes, automations, workflows, or customer interactions based on AI Outputs. You must review Outputs before relying on them.

AI Outputs are not a substitute for human judgment, professional review, legal advice, financial advice, medical advice, engineering certification, cybersecurity review, compliance analysis, or other specialized professional advice. You must obtain appropriate professional review before using AI Outputs in regulated, sensitive, high-impact, safety-critical, financial, legal, medical, employment, housing, insurance, immigration, education, or similarly consequential contexts.

Because AI systems may generate similar or identical results for different users, Nyvian does not guarantee exclusivity, uniqueness, or proprietary rights in any Output. You are responsible for determining whether any Output may be used, published, trademarked, copyrighted, commercialized, or relied upon.

Nyvian may use third-party AI providers, infrastructure providers, model providers, API providers, vector databases, data processors, or related service providers to deliver AI Services. Your use of AI Services may be subject to additional third-party terms and technical limitations.

Nyvian is not liable for losses, damages, claims, disputes, business decisions, compliance failures, customer issues, reputational harm, revenue loss, data loss, or other consequences arising from your use of or reliance on AI Inputs, Outputs, workflows, recommendations, automations, or AI-assisted decisions.

12. Data, Privacy, Sensitive Information, and Security

Your use of the Services may involve the submission or processing of business data, personal information, sensitive information, confidential information, customer data, employee data, operational data, and other Client Content. You represent that you have all necessary rights, consents, notices, permissions, and legal bases required to provide such data to Nyvian and to allow Nyvian to process it for the purposes of providing the Services.

Nyvian will handle personal information according to its Privacy Policy and any applicable data processing terms. If a separate Data Processing Addendum, Business Associate Agreement, or similar document is required for a specific use case, it must be signed separately before Nyvian processes regulated or highly sensitive data under that framework.

You must not submit sensitive, regulated, or high-risk data unless the applicable Service expressly supports that type of data and appropriate written terms are in place. Sensitive data may include health information, financial account information, government identifiers, biometric data, children’s data, criminal record information, trade secrets, legal privileged information, passwords, API secrets, payment card data, or other information requiring heightened protection.

Nyvian uses commercially reasonable safeguards designed to protect systems and data, but no method of transmission, storage, hosting, model processing, API integration, or internet-based service is perfectly secure. Nyvian does not guarantee absolute security or uninterrupted protection against unauthorized access, cyberattacks, data loss, corruption, outages, or third-party failures.

You are responsible for maintaining your own backups of important data. Unless expressly stated in a signed agreement, Nyvian is not responsible for maintaining permanent backups, archival copies, export copies, or disaster recovery copies of Client Content.

13. Client Content, Uploaded Materials, and Feedback

You retain ownership of Client Content that you submit to the Services, subject to the rights granted in these Terms. By submitting Client Content, you grant Nyvian a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, copy, process, transmit, display, modify, create technical derivatives of, and otherwise use Client Content only as reasonably necessary to provide, secure, maintain, troubleshoot, improve, and support the Services, and as otherwise permitted by these Terms or a written agreement.

You represent and warrant that Client Content does not violate any law, infringe any intellectual property right, violate privacy rights, breach confidentiality obligations, contain malware, or include material you are not authorized to provide.

If you provide suggestions, ideas, comments, feature requests, workflow recommendations, bug reports, feedback, or other recommendations about the Services, you grant Nyvian the unrestricted right to use, modify, implement, commercialize, and incorporate that feedback without compensation, attribution, restriction, or obligation to you.

Nyvian may remove, restrict, or refuse to process Client Content that it reasonably believes violates these Terms, applicable law, third-party rights, platform policies, security requirements, or acceptable use standards.

14. Intellectual Property, Deliverables, and Licenses

Nyvian and its licensors retain all rights, title, and interest in and to the Services, website, software, systems, platforms, tools, templates, workflows, methods, know-how, processes, designs, architectures, code libraries, reusable components, AI prompts, model configurations, agents, documentation, trade secrets, trademarks, branding, and other intellectual property created, owned, licensed, or developed by Nyvian.

Ownership of client-specific Deliverables will depend on the applicable SOW or signed agreement. If the SOW expressly states that ownership transfers to the client, ownership transfers only after Nyvian has received full payment of all amounts due and only for the specific Deliverables identified in that SOW.

Unless a SOW expressly states otherwise, Nyvian retains ownership of pre-existing materials, reusable components, general knowledge, libraries, frameworks, utilities, templates, prompts, AI configurations, technical methods, background technology, internal tools, and improvements developed before, during, or after the engagement. The client receives a limited license to use those materials only as embedded in or necessary to use the Deliverables for the client’s internal business purposes.

You may not copy, resell, sublicense, distribute, reverse engineer, decompile, extract, train competing systems on, or create derivative commercial products from Nyvian’s software, AI systems, workflows, prompts, dashboards, methods, templates, or documentation unless expressly permitted in writing.

Nyvian may reuse general skills, knowledge, experience, ideas, concepts, workflows, code patterns, non-confidential learnings, and technical methods acquired during engagements, provided that Nyvian does not disclose your confidential information in violation of these Terms or a signed confidentiality agreement.

15. Third-Party Services, APIs, and Integrations

The Services may depend on or integrate with third-party products, APIs, platforms, hosting providers, payment processors, AI providers, authentication providers, databases, analytics tools, email providers, communication tools, no-code or low-code platforms, infrastructure providers, or other external systems. Examples may include OpenAI, Supabase, Stripe, cloud hosting providers, authentication systems, email tools, calendar tools, CRM systems, and other business software.

Nyvian is not responsible for third-party services, including their uptime, security, accuracy, pricing, feature changes, API changes, data handling, support, outages, limitations, compliance, terms, billing, or discontinuation. Your use of third-party services may be governed by separate third-party terms and privacy policies.

If a third-party service changes, suspends, increases prices, removes features, experiences downtime, changes API behavior, restricts usage, suffers a breach, or discontinues service, Nyvian may need to modify, pause, replace, or discontinue affected features. Nyvian is not liable for losses caused by third-party dependencies.

You are responsible for maintaining any required third-party accounts, subscriptions, permissions, credentials, billing arrangements, API keys, and compliance obligations unless otherwise agreed in writing.

16. Acceptable Use and Prohibited Conduct

You may use the Services only for lawful, authorized, and responsible purposes. You must not use the Services in any way that harms Nyvian, other users, third parties, systems, networks, data, reputation, or the integrity of the Services.

Nyvian may investigate suspected violations and may suspend or terminate access if it reasonably believes that your use violates these Terms, creates risk, or may cause harm.

• Illegal activity, fraud, deception, identity theft, phishing, or impersonation.
• Malware, spyware, ransomware, credential theft, unauthorized access, scraping, bot abuse, or exploitation of vulnerabilities.
• Harassment, abuse, hate, threats, self-harm encouragement, exploitation, sexual abuse material, or violence.
• Infringement of intellectual property, privacy rights, publicity rights, confidentiality obligations, or data protection laws.
• Generation, storage, or distribution of unlawful, harmful, misleading, defamatory, or rights-violating content.
• Attempting to reverse engineer, extract, bypass, overload, benchmark abusively, resell, sublicense, or interfere with the Services.
• Using the Services to make fully automated high-impact decisions without legally required human review, safeguards, notices, or compliance controls.
• Using the Services in a way that violates third-party provider policies, platform terms, or applicable laws.

17. Compliance with Laws, Export Controls, and Sanctions

You are solely responsible for complying with all applicable laws, regulations, rules, orders, industry standards, and third-party obligations that apply to your use of the Services, your business, your data, your customers, your jurisdiction, and your intended use case.

You must not use, access, export, re-export, sell, distribute, or provide the Services in violation of applicable export control laws, sanctions laws, trade restrictions, anti-bribery laws, anti-corruption laws, anti-money laundering rules, privacy laws, AI regulations, consumer protection laws, or industry-specific compliance requirements.

You represent that you are not located in, ordinarily resident in, organized under the laws of, or acting on behalf of any country, territory, entity, or person subject to applicable sanctions or trade restrictions that would prohibit Nyvian from providing Services to you. You also represent that you are not owned or controlled by a sanctioned person or entity.

Nyvian may refuse, restrict, suspend, or terminate Services if it reasonably believes that providing Services may violate sanctions, export controls, legal requirements, third-party policies, or risk standards.

18. Availability, Maintenance, Beta Features, and Service Changes

Nyvian aims to provide reliable Services, but does not guarantee continuous, uninterrupted, secure, or error-free availability unless a specific service level agreement is expressly stated in a signed agreement.

The Services may be unavailable, degraded, delayed, or interrupted because of maintenance, updates, infrastructure issues, third-party outages, cyber incidents, traffic spikes, bugs, model provider failures, payment provider issues, network failures, emergency security work, or events beyond Nyvian’s reasonable control.

Nyvian may offer beta, experimental, preview, early access, or pre-release features. Such features are provided as-is, may contain bugs, may be changed or discontinued at any time, may produce unreliable results, and should not be used for critical business processes unless expressly approved in writing.

Nyvian may change, remove, limit, discontinue, or replace Services or features where necessary for security, legal compliance, business operations, technical improvement, third-party dependency changes, or product strategy.

19. Confidentiality

Each party may receive confidential information from the other party in connection with the Services. Confidential information includes non-public business, technical, financial, product, customer, operational, strategic, security, and proprietary information that a reasonable person would understand to be confidential.

The receiving party agrees to use confidential information only for purposes related to the Services, to protect it using reasonable care, and not to disclose it to unauthorized third parties except as necessary to perform obligations, comply with law, use approved subcontractors or service providers, or enforce legal rights.

Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed without use of confidential information, lawfully received from a third party, or required to be disclosed by law or court order.

If a separate non-disclosure agreement or confidentiality clause applies, that separate agreement will govern to the extent it conflicts with this section.

20. Marketing Communications and No Spam Policy

If you provide contact information, you consent to receive service-related communications such as account notices, billing notices, security alerts, support messages, project updates, and legal notices. These communications are necessary for the Services and may not always include an unsubscribe option.

Nyvian may send marketing communications where permitted by law. You may unsubscribe from marketing messages using the instructions provided in the message or by contacting Nyvian. You agree not to use the Services to send spam, unlawful commercial electronic messages, unsolicited bulk messages, or communications that violate applicable anti-spam laws.

If the Services include email automation, CRM automation, outreach tools, messaging systems, or marketing workflows, you are responsible for obtaining consent, maintaining records of consent, including required identification information, honoring unsubscribe requests, and complying with applicable laws.

21. Professional Advice and Regulated Use Cases

Nyvian provides software, AI, automation, and technical services. Unless expressly agreed in writing, Nyvian does not provide legal, financial, medical, tax, insurance, accounting, employment, immigration, cybersecurity certification, engineering certification, or other regulated professional advice.

You must not rely on the Services, AI Outputs, website content, recommendations, dashboards, reports, or automations as a substitute for professional advice. You are responsible for obtaining qualified review where required.

You must not use the Services for regulated, high-risk, or safety-critical use cases unless the use case has been disclosed to Nyvian in writing and the parties have entered into appropriate written terms addressing risk, compliance, human oversight, testing, monitoring, and responsibility.

22. Warranties Disclaimer

To the maximum extent permitted by law, the Services are provided on an “as is,” “as available,” and “with all faults” basis. Nyvian disclaims all warranties, representations, conditions, and guarantees, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, security, compatibility, and uninterrupted operation.

Nyvian does not warrant that the Services will meet your requirements, produce specific results, increase revenue, reduce costs, prevent losses, eliminate operational issues, comply with all laws applicable to you, or function without errors, interruptions, vulnerabilities, data loss, or third-party failures.

No oral or written information, proposal, estimate, demo, website content, marketing material, email, support response, AI Output, or advice provided by Nyvian creates any warranty unless expressly stated in a signed written agreement.

23. Limitation of Liability

To the maximum extent permitted by law, Nyvian and its owners, officers, directors, employees, contractors, affiliates, licensors, service providers, agents, and representatives will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for any loss of profits, revenue, business, goodwill, reputation, data, customers, opportunities, savings, production, use, or business interruption, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Nyvian’s total aggregate liability for all claims arising out of or relating to the Services, these Terms, any SOW, any AI Output, any data issue, any third-party service, or any client engagement will not exceed the amount actually paid by you to Nyvian for the specific Service giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to liability. If no amount was paid, Nyvian’s total liability will be limited to one hundred Canadian dollars (CAD $100).

The limitations in this section apply to all legal theories, including contract, tort, negligence, strict liability, statutory claims, misrepresentation, product liability, and any other theory, to the maximum extent permitted by law. These limitations are an essential part of the bargain between you and Nyvian.

24. Indemnification

You agree to defend, indemnify, and hold harmless Nyvian and its owners, officers, directors, employees, contractors, affiliates, licensors, service providers, agents, and representatives from and against any claims, demands, actions, proceedings, damages, losses, liabilities, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or relating to your use of the Services.

This indemnity includes claims arising from your Client Content, Inputs, Outputs, business decisions, customer relationships, violation of these Terms, violation of law, infringement of third-party rights, misuse of the Services, unauthorized access caused by your credentials or systems, failure to obtain consents, breach of confidentiality, payment disputes, or use of Deliverables outside the agreed scope.

Nyvian reserves the right to control the defense and settlement of any claim subject to indemnification. You agree to cooperate reasonably with Nyvian in defending such claims.

25. Suspension and Termination

Nyvian may suspend, restrict, or terminate your access to all or part of the Services immediately and without liability if Nyvian reasonably believes that you have violated these Terms, failed to pay amounts due, created security risk, submitted unlawful content, misused AI Services, violated third-party terms, created operational risk, triggered a chargeback, or exposed Nyvian or others to legal, reputational, financial, or technical harm.

You may stop using the Services at any time. Stopping use does not cancel outstanding payment obligations, refund past payments, terminate a signed agreement, or relieve you of responsibilities incurred before termination.

Upon termination, your right to access the Services ends. Nyvian may delete, restrict, export, retain, or disable access to data according to its data retention practices, Privacy Policy, SOW, applicable law, and technical limitations.

Sections that by their nature should survive termination will survive, including payment obligations, intellectual property, confidentiality, AI disclaimers, warranties disclaimers, limitations of liability, indemnification, governing law, dispute resolution, and general legal provisions.

26. Data Retention and Deletion

Nyvian may retain data as reasonably necessary to provide the Services, comply with legal obligations, resolve disputes, enforce agreements, maintain security, prevent fraud, conduct backups, support business records, and improve services where permitted by law.

You may request deletion or export of certain data where applicable and technically feasible. Nyvian may not be able to delete data immediately from backups, logs, archives, security records, financial records, legal records, or third-party systems. Deletion requests may be subject to identity verification, legal limitations, contractual requirements, and technical constraints.

You are responsible for exporting or backing up any data you need before cancelling, terminating, or allowing a subscription or account to expire.

27. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to the Services will be governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of law principles, unless mandatory law requires otherwise.

Before starting formal proceedings, the parties agree to make reasonable good-faith efforts to resolve disputes informally. Either party may send written notice describing the dispute, and the parties will attempt to resolve the matter through discussion or negotiation.

Unless mandatory law requires otherwise, any legal proceeding arising out of or relating to these Terms or the Services will be brought in the courts located in Ontario, Canada, and you consent to the personal jurisdiction and venue of those courts.

Nothing in these Terms prevents Nyvian from seeking injunctive or equitable relief in any appropriate jurisdiction to protect intellectual property, confidential information, security, systems, data, or business operations.

28. Changes to These Terms

Nyvian may update these Terms from time to time. Updated Terms may be posted on the website, provided through the Services, or sent by email where appropriate. The updated Terms become effective when posted or on the date stated in the notice.

Your continued use of the Services after updated Terms become effective means you accept the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and cancel any applicable subscription according to the cancellation process.

29. General Legal Provisions

These Terms, together with any applicable SOW, signed agreement, order form, Privacy Policy, data processing terms, acceptable use terms, or service-specific terms, form the agreement between you and Nyvian for the Services.

If any provision of these Terms is found invalid, unlawful, or unenforceable, the remaining provisions will remain in full force and effect. The invalid provision will be interpreted or modified to the minimum extent necessary to make it enforceable while preserving its intent.

Nyvian may assign, transfer, subcontract, or delegate its rights and obligations under these Terms in connection with business operations, corporate restructuring, merger, acquisition, sale of assets, financing, or use of service providers. You may not assign or transfer your rights or obligations without Nyvian’s prior written consent.

Nyvian is not liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, government action, pandemics, power failures, internet failures, cloud provider failures, cyberattacks, third-party service failures, or other force majeure events.

No waiver of any term is effective unless in writing and signed by Nyvian. Failure to enforce a provision does not waive Nyvian’s right to enforce it later.

These Terms are written in English. Any translation is provided for convenience only. If there is a conflict between the English version and a translation, the English version will be controlled to the maximum extent permitted by law.

30. Contact Information

Questions about these Terms may be directed to Nyvian using the contact information below. Replace the placeholders before publication.

Company: Nyvian

Website: www.nyvian.com

Email: contact@nyvian.com

Address: Canada

Appendix A. AI Product-Specific Terms

These AI Product-Specific Terms apply whenever you access or use any AI Service provided, configured, developed, integrated, or enabled by Nyvian.

1. Human Oversight Required. You must maintain appropriate human oversight over AI-assisted workflows, decisions, recommendations, generated content, automations, and customer-facing outputs.
2. No Sole Reliance. You must not rely solely on AI Outputs for decisions that may materially affect legal rights, financial outcomes, employment, health, safety, access to services, regulatory compliance, or other consequential matters.
3. Input Responsibility. You are responsible for ensuring that Inputs are lawful, accurate, authorized, and appropriate. You must not submit data that you do not have the right to submit.
4. Output Review. You are responsible for reviewing, testing, validating, and approving Outputs before using them in business operations, customer communication, marketing, legal documents, financial decisions, code deployment, or public publication.
5. Model Limitations. AI systems may hallucinate, misclassify, omit relevant information, reproduce bias, produce unsafe suggestions, provide outdated information, or generate similar results for multiple users.
6. Training and Improvement. Unless otherwise stated in a signed agreement or Privacy Policy, Nyvian may process Inputs and Outputs as necessary to provide, monitor, secure, troubleshoot, and improve the Services. Any use for broader training or model improvement should be handled according to the applicable Privacy Policy, data processing terms, and third-party provider settings.
7. Prohibited AI Uses. You must not use AI Services to generate unlawful instructions, malware, phishing, deceptive impersonation, deepfake abuse, privacy violations, harassment, discrimination, regulated professional advice without review, or high-impact decisions without required safeguards.
8. AI Provider Terms. AI Services may rely on third-party providers and may be subject to their usage policies, rate limits, restrictions, and availability. Nyvian may modify or replace providers as needed.

Appendix B. Client Services Terms

These Client Services Terms apply to custom software projects, AI implementation projects, automation projects, consulting engagements, retainers, and other non-self-serve Services.

1. Scope Control. Work is limited to the scope expressly agreed in writing. Anything not listed as included should be treated as excluded.
2. Change Requests. Requested changes, additions, revisions, integrations, new features, design changes, scope expansions, compliance requirements, or timeline accelerations may require additional fees and timeline adjustments.
3. Client Materials. You must provide required materials, access, credentials, approvals, technical information, data, and feedback on time. Nyvian is not responsible for delays caused by missing or late client input.
4. Acceptance. Deliverables may be considered accepted when you approve them, use them in production, fail to report material issues within the review period stated in the SOW, or otherwise indicate acceptance through conduct.
5. Revisions. Unless otherwise stated, revisions are limited to reasonable corrections within the agreed scope. New features, strategic changes, redesigns, and direction changes are not included as ordinary revisions.
6. Deployment. You are responsible for final business approval before deployment unless the SOW states otherwise. Production deployment may depend on third-party systems, credentials, hosting, DNS, APIs, app stores, user permissions, and other external factors.
7. Maintenance. Unless a maintenance plan or retainer is active, Nyvian is not required to provide ongoing support, bug fixes, monitoring, updates, security patches, hosting, backups, training, or operational management after project completion.
8. Portfolio Use. Unless prohibited in a written agreement, Nyvian may identify you as a client and may describe the general nature of work performed for portfolio, sales, or marketing purposes, provided Nyvian does not disclose confidential information.

Appendix C. Acceptable Use Policy

This Acceptable Use Policy is part of the Terms and applies to all use of the Services.

You must not use the Services for unlawful, harmful, abusive, deceptive, infringing, exploitative, or security-compromising activities. This includes attempts to gain unauthorized access, disrupt systems, scrape protected content, overload infrastructure, distribute malware, send spam, impersonate others, manipulate users, violate privacy, or bypass technical restrictions.

You must not use the Services to process or generate content involving child sexual abuse material, exploitation, terrorism, credible threats of violence, non-consensual intimate content, severe harassment, unlawful discrimination, illegal weapons instructions, regulated goods violations, or other content prohibited by applicable law or provider policies.

You must not use the Services to build competing products by copying Nyvian’s software, workflows, prompts, interfaces, designs, documentation, system behavior, or outputs in a manner that violates these Terms.

Nyvian may take action against violations, including warnings, content removal, access restriction, usage throttling, account suspension, account termination, refusal of service, preservation of evidence, or reporting to authorities where appropriate.