Welcome to Nvoken. These Terms of Service (“Terms”) govern your use of the Nvoken website, console, HTTP API, client SDKs, agent execution service, webhooks, and related services (collectively, the “Services”).
These Terms are a legally binding agreement between you and Cloud Cmds LLC d/b/a Deep Noodle AI, the operator of Nvoken (“Nvoken,” “we,” “us,” or “our”). By accessing or using the Services, you agree to these Terms. If you use the Services for an organization, you accept them on its behalf.
The service
Nvoken is an AI agent platform for SaaS products. The Services let customers create versioned Agents, connect Conversations and MemorySpaces, configure model providers and tools, run durable Turns, stream progress, inspect execution records, and attribute and control model usage.
The Services may change as the product develops. We may add, modify, deprecate, or remove functionality. When a change materially affects a documented interface, we will use reasonable efforts to provide notice or migration guidance.
Account creation and access
Eligibility
You must be at least 18 years old and legally able to enter this agreement. If you use the Services for an organization, you represent that you have authority to bind it to these Terms.
Your account and organization
- Provide accurate, current, and complete account information.
- Keep account credentials, API keys, provider keys, signing keys, and other secrets confidential.
- You are responsible for activity under your account and organization, including activity by applications, agents, tools, end users, and teammates you authorize.
- Organization administrators may access and control Apps, credentials, configuration, usage, and Customer Data belonging to that organization.
- Notify us promptly at support@nvoken.com if you suspect unauthorized access.
Acceptable use
You may use the Services for legitimate business purposes. You may not:
- Use the Services for an unlawful purpose or to violate another person’s privacy, intellectual property, contractual, or other rights.
- Configure or operate an agent or tool to perform actions you are not authorized to perform, access systems without permission, or produce or distribute unlawful content.
- Abuse, overload, disrupt, or degrade the Services, including through denial-of-service activity, deliberate rate-limit evasion, or unreasonable automated traffic.
- Attempt to gain unauthorized access to our systems, another organization, another App, or another customer’s data.
- Reverse engineer, decompile, or attempt to derive the non-public source code of the hosted Services, except where applicable law prohibits that restriction.
- Resell, sublicense, or provide the Services as a standalone competing agent platform without our written permission.
- Share account credentials or secrets, or circumvent access controls, tenant isolation, usage limits, or spending controls.
Customer Data, tools, and outputs
Customer Data
“Customer Data” means information you or your users submit to or generate through the Services, including agent instructions and configuration, messages, prompts, memories, Conversation content, turn records, tool definitions, tool calls and results, metadata, and integration payloads.
- You retain ownership of your Customer Data.
- You grant us a limited license to host, store, process, transmit, display, and otherwise use Customer Data to provide, secure, support, and improve the Services as described in these Terms and our Privacy Policy.
- You represent that you have all rights and permissions needed to submit Customer Data and authorize this processing, including any personal data belonging to your end users.
Model providers, tools, and integrations
- When you select a model provider or configure a tool, callback, webhook, MCP server, or other integration, you authorize Nvoken to transmit and receive data as needed to perform the work.
- You are responsible for the permissions, security, terms, and privacy practices of services and code you connect.
- You decide which actions an agent may take and are responsible for appropriate authorization, human review, and safeguards before an action affects a person, product, or third-party system.
Generated outputs
- As between you and Nvoken, Nvoken does not claim ownership of outputs generated from your Customer Data.
- AI-generated outputs and tool decisions may be incomplete, inaccurate, or inappropriate. You are responsible for evaluating them before relying on them or allowing consequential actions.
- Similar inputs may produce similar or identical outputs for other customers. An output is not guaranteed to be unique.
Credits, model costs, and fees
Managed model usage
- Managed model usage may require prepaid Nvoken credits. Applicable prices and fees are shown when credits are purchased or in a separate written agreement.
- Under the current public pricing model, underlying provider prices are passed through without an additional model markup, and Nvoken charges a separate 5.5% fee when credits are purchased.
- Credits are consumed as the Services incur model usage, have no cash value, and are not transferable or redeemable for cash.
- Purchases are final and fees are non-refundable except where required by law or stated in a separate agreement.
- We may change prices prospectively. Changes do not alter the amount of credits already purchased.
- You are responsible for applicable taxes and valid payment information.
Your provider keys and tenant credits
- When you supply your own model-provider key, the provider may bill you directly under its own terms.
- Tenant credit allocations inside an App are usage and spending counters controlled by your application. They are not payments, stored value, or a promise that Nvoken will collect money from your end users.
API and SDK access
If you use our HTTP API, client SDKs, or browser-access features, you must:
- Use documented endpoints and supported methods.
- Store API, provider, and signing credentials securely and apply the narrowest practical scope and expiration.
- Respect rate limits, quotas, concurrency controls, and other documented service limits.
- Ensure every application, agent, end-user client, and integration you connect complies with these Terms.
- Promptly report security vulnerabilities or unauthorized access.
Privacy and security
We use reasonable technical and organizational measures designed to protect Customer Data. Our processing of personal information is described in our Privacy Policy.
You are responsible for securing your account, applications, credentials, tools, and integrations; configuring appropriate access controls; and complying with privacy and data-protection laws that apply to your end users and Customer Data.
Intellectual property
Our rights
- We retain all rights in the hosted Services, platform technology, documentation, and our trademarks and branding.
- Open-source SDKs, libraries, and other components remain governed by their applicable open-source licenses.
- You may not use Nvoken or Deep Noodle trademarks without written permission.
Your rights and feedback
You retain all rights in your Customer Data and, as described above, we do not claim ownership of generated outputs. If you send feedback or suggestions, we may use them to improve the Services without compensation or obligation to you.
Suspension and enforcement
- We may ask you to correct a suspected violation of these Terms.
- We may suspend access immediately when we reasonably believe it is needed to protect the Services, customers, end users, third parties, or model providers; respond to unauthorized use or a security threat; or address non-payment.
- We will lift a suspension when we reasonably determine the issue is resolved. Repeated or serious violations may result in termination.
Disclaimers and limitation of liability
Disclaimers
The Services and all outputs are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, Nvoken and its affiliates, licensors, and service providers (the “Nvoken Parties”) disclaim all warranties, including merchantability, fitness for a particular purpose, title, security, accuracy, non-infringement, uninterrupted availability, and error-free operation.
Limitation of liability
To the fullest extent permitted by law, the Nvoken Parties will not be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including loss of profits, goodwill, use, business, or data; decisions or actions based on agent outputs; actions taken by tools or integrations; interruption of business; or other intangible losses arising from the Services.
The Nvoken Parties’ total aggregate liability for all claims related to the Services is limited to the greater of the amount you paid to Nvoken during the 12 months before the event giving rise to the claim or $500 USD.
Indemnification
You agree to indemnify, defend, and hold harmless the Nvoken Parties from claims, liabilities, damages, losses, costs, and reasonable attorneys’ fees arising from your use or misuse of the Services; your violation of these Terms, law, or third-party rights; your Customer Data; actions taken by agents, tools, or integrations you configure; or products and services you build using Nvoken.
Export control and compliance
- You will comply with applicable export-control, sanctions, privacy, data-protection, consumer-protection, and artificial-intelligence laws.
- You will not use the Services in a country, territory, or activity where doing so would violate applicable law or sanctions.
- You are responsible for notices, consents, and lawful bases required for your Customer Data and your use of agents with end users.
Term and termination
- These Terms remain in effect while you use the Services.
- You may stop using the Services at any time. We may terminate or suspend access for violations of these Terms.
- After termination, you must stop using the Services and may lose access to Customer Data through them. Data retention and deletion are governed by our Privacy Policy and any separate agreement.
- Payment obligations, intellectual-property provisions, disclaimers, liability limits, indemnification, and provisions that by their nature should survive will survive termination.
General provisions
Changes
We may update these Terms by posting a revised version and changing the effective date. For material changes, we may provide additional notice. Continued use after the revised Terms take effect means you accept them.
Governing law
These Terms are governed by Delaware law, without regard to conflict-of-law rules. Any dispute must be brought exclusively in the state or federal courts located in Delaware.
Entire agreement
These Terms, the Privacy Policy, and any applicable order form or written agreement are the entire agreement about the Services. If a separate written agreement conflicts with these Terms, that agreement controls for its subject matter. If any provision is unenforceable, the remaining provisions remain in effect.
Contact
Questions about these Terms go to support@nvoken.com.
By using the Services, you acknowledge that you have read, understood, and agree to these Terms.