Terms of Service

1.1. These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Nivo ("Nivo," "we," "us," or "our"), governing your access to and use of the Nivo platform, website located at nivo.run, and all associated services (collectively, the "Service").

1.2. By accessing, browsing, or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Service.

1.3. You represent and warrant that you are at least eighteen (18) years of age and possess the legal capacity to enter into these Terms. If you are accessing the Service on behalf of a legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

1.4. Your continued use of the Service following the posting of any changes to these Terms constitutes acceptance of those changes.

2.1. Nivo is an AI-assisted code migration platform that enables Users to upload source code via GitHub URL or ZIP file, whereupon such code is analyzed and transformed using a combination of artificial intelligence (powered by third-party providers, including Anthropic Claude) and deterministic rule-based transforms. The migrated code is then made available for the User to download.

2.2. For the purposes of these Terms:

• "Service" means the Nivo web application, APIs, migration engine, and all related tools, documentation, and services provided through nivo.run.
• "User" means any individual or entity that accesses or uses the Service, whether or not they have registered an account.
• "User Code" means any source code, configuration files, assets, or other materials uploaded to or submitted through the Service by a User for the purpose of migration.
• "Migrated Output" means the transformed, modified, or generated code and accompanying reports produced by the Service as a result of processing User Code.

2.3. The Service employs artificial intelligence and machine-learning models to perform code transformations. Such AI-generated output is inherently probabilistic and may contain errors, omissions, incomplete transformations, or unexpected modifications. All Migrated Output is provided on an "as is" basis and requires independent review, testing, and validation by the User prior to any use in production or deployment environments.

2.4. Nivo reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, and without liability to any User.

3.1. To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information as necessary to maintain its accuracy.

3.2. You are solely responsible for maintaining the confidentiality of your account credentials, including your password. You agree to notify Nivo immediately of any unauthorized use of your account or any other breach of security. Nivo shall not be liable for any loss or damage arising from your failure to comply with this obligation.

3.3. Each User may maintain only one (1) active account. The creation of multiple accounts by a single individual or entity to circumvent usage limits, exploit promotional offers, or for any other purpose is strictly prohibited and constitutes grounds for immediate account termination.

3.4. Nivo reserves the right to suspend, disable, or terminate any account at its sole discretion, without prior notice, if it reasonably believes that (a) the account information is inaccurate or incomplete; (b) the account has been used in violation of these Terms; or (c) the account poses a security risk to the Service or its users.

4.1. User Retains All Rights to User Code. You retain all intellectual property rights, including but not limited to copyright, trade secret, and any other proprietary rights, in and to the User Code you upload to the Service. These Terms do not transfer any ownership of User Code to Nivo.

4.2. User Retains All Rights to Migrated Output. You retain all intellectual property rights in and to the Migrated Output generated by the Service from your User Code. Nivo does not claim any ownership, license, or proprietary interest in the Migrated Output, except as expressly set forth in Section 4.4.

4.3. Nivo Service IP. Nivo retains all intellectual property rights in and to the Service itself, including but not limited to the platform software, migration engine, algorithms, rule sets, user interface designs, documentation, and all improvements, modifications, or derivative works thereof. Nothing in these Terms grants the User any right, title, or interest in the Service beyond the limited right to use the Service in accordance with these Terms.

4.4. Limited License Grant to Nivo. By uploading User Code to the Service, you grant Nivo a temporary, non-exclusive, non-transferable, non-sublicensable, royalty-free license to access, reproduce, modify, and process your User Code solely for the purpose of performing the requested migration and delivering the Migrated Output to you. This license terminates automatically and immediately upon (a) the completion of the migration and delivery of the Migrated Output, or (b) the deletion of your upload, whichever occurs first.

4.5. No Claim on User Content. For the avoidance of doubt, Nivo does not claim any ownership interest in User Code or Migrated Output. Nivo does not use User Code to train machine-learning models and does not retain User Code for any purpose beyond the performance of the migration.

5.1. Ephemeral Processing. User Code is processed ephemerally. Nivo does not persistently store User Code after the migration has been completed and the Migrated Output has been made available for download. Temporary copies of User Code may exist in memory or in temporary storage during the processing period and are deleted upon completion.

5.2. Third-Party AI Providers. In the course of performing code migrations, User Code may be transmitted to third-party artificial intelligence service providers, including but not limited to Anthropic (provider of the Claude AI model), for the purpose of generating code transformations. By using the Service, you acknowledge and consent to the transmission of your User Code to such third-party providers. Nivo selects third-party providers that commit to not using input data for model training; however, Nivo does not control and cannot guarantee the data handling practices of third-party providers.

5.3. User Responsibility for Code Rights. You represent and warrant that you have all necessary rights, licenses, and authorizations to upload and submit the User Code to the Service, and that the submission of such User Code does not infringe, misappropriate, or violate the intellectual property rights, contractual obligations, or other rights of any third party.

5.4. Prohibited Content. You must not upload, submit, or otherwise transmit through the Service any User Code that contains (a) secrets, credentials, or API keys; (b) personally identifiable information as defined under applicable data protection laws; (c) passwords, tokens, or authentication credentials; (d) sensitive financial, medical, or regulated data; or (e) any other information the exposure of which could result in harm to you or any third party. Nivo shall have no liability whatsoever for the processing of any such content included within User Code, whether intentionally or inadvertently.

5.5. Please refer to our Privacy Policy for further information regarding the collection, use, and storage of personal data.

6.1. Subscription Plans. Nivo offers subscription-based plans (Starter, Pro, Scale, and Migrate Everything) and one-time migration passes. Current pricing is published on the Service and may be updated from time to time in accordance with Section 6.5.

6.2. Payment Processing. All payments are processed through Razorpay, a third-party payment processor. All fees are stated and charged in United States Dollars (USD). By providing payment information, you authorize Nivo and Razorpay to charge the applicable fees to your designated payment method. You agree to be bound by Razorpay's terms of service in addition to these Terms with respect to payment transactions.

6.3. Auto-Renewal. Subscription plans automatically renew at the end of each billing cycle (monthly) unless you cancel your subscription prior to the renewal date. Cancellation takes effect at the end of the then-current billing period, and you will retain access to the Service through the remainder of that period.

6.4. Refund Policy. No refunds shall be issued for any partially used subscription period. One-time migration passes are non-refundable once the migration has been initiated. Unused one-time migration passes may be eligible for a refund at Nivo's sole discretion, provided a refund request is submitted within fourteen (14) days of purchase.

6.5. Price Changes. Nivo reserves the right to modify its pricing at any time. Any price changes for subscription plans will take effect at the beginning of the next billing cycle following a minimum of thirty (30) days' prior written notice to you via email or through the Service. Your continued use of the Service after the price change takes effect constitutes acceptance of the new pricing.

6.6. Free Tier. Nivo may offer a free tier that includes a limited number of migrations (currently one Tier 1 migration) without requiring payment information. Free tier usage is subject to these Terms and any additional limitations specified on the Service. Nivo reserves the right to modify or discontinue the free tier at any time without notice.

6.7. Taxes. All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for the payment of all such taxes, levies, or duties associated with your use of the Service, excluding taxes on Nivo's net income.

7.1. You agree not to, and agree not to permit any third party to, engage in any of the following prohibited activities:

• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, algorithms, or underlying structure of the Service or any component thereof.
• Using automated tools, scripts, bots, scrapers, or other automated means to access, interact with, or extract data from the Service, except through APIs expressly provided and authorized by Nivo.
• Uploading malicious code, including but not limited to viruses, worms, Trojan horses, ransomware, or any code designed to disrupt, damage, or gain unauthorized access to systems or data.
• Circumventing, disabling, or otherwise interfering with usage limits, rate limits, authentication mechanisms, or other security or access-control features of the Service.
• Reselling, sublicensing, distributing, or providing access to the Service to any third party, whether for compensation or otherwise, without the prior written consent of Nivo.
• Using the Service for any purpose that is unlawful, fraudulent, or prohibited by these Terms, or that infringes the rights of any third party.
• Interfering with or disrupting the integrity, performance, or availability of the Service, including by imposing an unreasonable or disproportionately large load on Nivo's infrastructure.
• Creating multiple accounts to circumvent usage limits, exploit free tier benefits, or for any other purpose in violation of Section 3.3.

7.2. Nivo reserves the right to investigate and take appropriate action against any User who, in Nivo's sole discretion, violates this Section, including without limitation suspending or terminating the User's account, removing or disabling access to content, and reporting the activity to law enforcement authorities.

8.3. The Service employs artificial intelligence models that generate code transformations through probabilistic processes. AI-generated transformations may contain errors, omissions, regressions, security vulnerabilities, or unexpected modifications to the behavior or functionality of User Code. You acknowledge that such AI-generated output is inherently imperfect and may introduce issues not present in the original User Code.

8.4. You are solely and exclusively responsible for reviewing, testing, and validating all Migrated Output before any use in production, deployment, or distribution. Nivo strongly recommends that all Migrated Output be subjected to comprehensive testing, including unit tests, integration tests, and end-to-end tests, prior to deployment.

9.3. Without limiting the foregoing, Nivo shall not be liable for: (a) any damages arising from the use of Migrated Output in production, staging, or any deployment environment; (b) any loss, corruption, or unauthorized access to User Code during or after processing; (c) any interruption, suspension, or discontinuation of the Service, whether planned or unplanned; (d) any failures, errors, or downtime of third-party services upon which the Service depends, including but not limited to Anthropic, Razorpay, Supabase, or cloud hosting providers; or (e) any claims arising from your failure to review, test, or validate Migrated Output prior to use.

9.4. Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations set forth in this Section shall apply to the maximum extent permitted by applicable law.

10.1. You agree to indemnify, defend, and hold harmless Nivo and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to: (a) your use of the Service or any Migrated Output; (b) your violation of these Terms; (c) your violation of any applicable law, regulation, or third-party right; (d) any User Code you submit to the Service, including any claim that such User Code infringes or misappropriates the intellectual property or other rights of any third party; or (e) any use of Migrated Output in production or deployment environments.

10.2. Nivo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with Nivo in asserting any available defenses.

11.1. Termination by User. You may terminate your account at any time by cancelling your subscription (if applicable) and discontinuing use of the Service. Termination does not entitle you to a refund for any unused portion of a billing period or unused one-time passes.

11.2. Termination by Nivo. Nivo may suspend or terminate your account and access to the Service at any time, with or without cause, and with or without notice. Nivo shall not be liable to you or any third party for any suspension or termination of your access to the Service.

11.3. Effect of Termination. Upon termination of your account: (a) your right to access and use the Service shall cease immediately; (b) Nivo shall have no obligation to retain or make available any data associated with your account, including any Migrated Output not previously downloaded; and (c) any outstanding fees owed by you to Nivo shall become immediately due and payable.

11.4. Survival. The following Sections shall survive any termination or expiration of these Terms: Section 4 (Intellectual Property), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 13 (Governing Law and Dispute Resolution), and Section 14 (General Provisions).

12.1. Nivo reserves the right to modify, amend, or update these Terms at any time at its sole discretion. Any material changes to these Terms will be communicated to you via email to the address associated with your account, through a notice posted on the Service, or by updating the "Last Updated" date at the top of these Terms.

12.2. Your continued use of the Service following the posting or notification of any changes constitutes your binding acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Service and terminate your account.

12.3. It is your responsibility to review these Terms periodically for changes. Non-material changes or clarifications will take effect immediately upon posting. Material changes will take effect thirty (30) days after posting or notification, whichever occurs first.

13.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

13.2. Dispute Resolution by Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered in accordance with the Arbitration and Conciliation Act, 1996 of India (as amended). The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties, or, failing agreement within thirty (30) days, appointed in accordance with the said Act.

13.3. The seat and venue of arbitration shall be Bangalore (Bengaluru), Karnataka, India. The language of the arbitration shall be English. The award rendered by the arbitrator shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction.

13.4. Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information.

13.5. Class Action Waiver. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You expressly waive any right to participate in a class action or class-wide arbitration.

14.1. Severability. If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect.

14.2. Entire Agreement. These Terms, together with the Privacy Policy and any other policies or agreements referenced herein, constitute the entire agreement between you and Nivo with respect to the subject matter hereof and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written, with respect to the Service.

14.3. Waiver. The failure of Nivo to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by Nivo.

14.4. Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder, in whole or in part, without the prior written consent of Nivo. Nivo may assign these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

14.5. Force Majeure. Nivo shall not be liable for any failure or delay in the performance of its obligations under these Terms caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet or telecommunications failures, or failures of third-party service providers.

14.6. Notices. All notices to Nivo shall be sent to junomobileapplications@gmail.com. Notices to you will be sent to the email address associated with your account or posted on the Service.

14.7. Contact Information. If you have any questions regarding these Terms of Service, please contact us at: