Terms of Service

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Effective date: 25 January 2025

Jurisdiction: Masdar City Free Zone, Abu Dhabi, United Arab Emirates

Entity: Nuvra Limited (“Nuvra”, “Nuvra Tech”, “Company”, “we”, “us”, “our”)

1. DEFINITIONS AND INTERPRETATION

1.1 “Platform” means the Vibe Coding Platform operated by Nuvra, including all web portals, mobile applications, software interfaces, APIs, AI models, tools, documentation, and associated systems.

1.2 “Services” means all subscription-based digital development, AI-code generation, data-processing, software tools, features, and related services made available through the Platform.

1.3 “User” or “you” means any natural or legal person who accesses, registers, subscribes to, or uses the Platform.

1.4 “Subscription Plan” means the paid tier selected by the User, granting access to a defined allocation of credits/tokens and features.

1.5 “Credits/Tokens” means metered digital usage units consumed on the Platform to access various models, workloads, or functionalities. These have no monetary value, are not refundable, and are not transferable.

1.6 “UAE Law” means all applicable UAE Federal Laws, including Federal Decree-Law No. 45 of 2021 (Personal Data Protection Law – PDPL), Federal Decree-Law No. 34 of 2021 (Cybercrime Law), Federal Law No. 5 of 1985 (Civil Transactions Law), Federal Law No. 18 of 1993 (Commercial Transactions Law), and applicable Abu Dhabi Emirate laws.

1.7 Interpretation: Headings are for convenience only and do not affect interpretation. Singular includes plural. References to laws include amendments and successor legislation.

2. ACCEPTANCE OF TERMS

2.1 By creating an account, subscribing, accessing, or using the Platform, the User expressly acknowledges and agrees to be bound by these Terms, which constitute a legally binding agreement enforceable under UAE Law.

2.2 If the User does not agree to these Terms, they must refrain from using the Platform.

2.3 The Company reserves the right to update or amend these Terms at any time. Material changes shall be communicated via email or Platform notification. Continued use constitutes acceptance.

3. USER ELIGIBILITY AND CAPACITY

3.1 The Platform may only be used by individuals aged 18 or older who have full legal capacity to enter into binding contracts under UAE Law.

3.2 Users accessing the Platform on behalf of a company or organization warrant that they are duly authorized to bind such entity.

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Users must provide accurate, complete, and current information upon registration.

4.2 Users are solely responsible for maintaining the confidentiality and security of their login credentials.

4.3 Any unauthorized access must be reported immediately to hey@nuvra.agency.

4.4 The Company shall not be liable for losses arising from compromised accounts caused by User negligence.

5. SUBSCRIPTION FEES, BILLING, AND PAYMENT TERMS

5.1 Subscription fees are payable in advance and renewed automatically unless cancelled.

5.2 The User authorizes Nuvra to charge recurring payments to the payment method on file.

5.3 All fees are exclusive of VAT or applicable taxes, which shall be charged in accordance with UAE tax regulations.

5.4 Failure to settle payments may result in suspension or termination of access.

5.5 No refunds shall be issued except in accordance with the Company’s Refund & Cancellation Policy.

6. CREDITS / TOKENS SYSTEM

6.1 Subscription Plans allocate a fixed number of credits/tokens for use within each billing cycle.

6.2 Credits/tokens:

are consumed upon usage of AI models, prompts, builds, deployments, or related workflows;
expire at the end of the billing cycle and do not roll over;
have no monetary value and are non-refundable;
may not be sold, transferred, bartered, sublicensed, or exchanged.

6.3 Abuse of the credit system—including attempts to game, bypass, manipulate, or exploit the metering mechanism—shall result in immediate account suspension.

7. ACCEPTABLE USE OF THE PLATFORM

7.1 Users agree to comply with all applicable UAE Federal Laws, including data protection, cybersecurity, IP rights, and content regulations.

7.2 The User shall not:
a. engage in any unlawful, fraudulent, malicious, or harmful activities;
b. attempt to breach, disable, or circumvent the Platform’s security or access-control systems;
c. deploy malware, unauthorized scripts, or reverse-engineer the Platform;
d. generate content that violates UAE public morality, public order, or applicable regulations;
e. use the Platform to develop harmful tools, including malware, phishing assets, exploits, or systems facilitating fraud;
f. engage in conduct that could damage the Company’s reputation or systems.

7.3 Violation of this clause may result in immediate termination without notice and potential reporting to UAE authorities in compliance with Cybercrime Law No. 34 of 2021.

8. USER CONTENT AND PLATFORM OUTPUTS

8.1 User Inputs:
All prompts, code, data, or material submitted by the User remain the property of the User. The User grants Nuvra Tech a limited, revocable license to process such inputs solely for the purpose of providing the Services.

8.2 AI-Generated Outputs:
Outputs generated by AI models on the Platform are provided under a non-exclusive, worldwide, perpetual license to the User, subject to:

compliance with applicable IP laws;
absence of third-party rights infringement;
disclaimers under Clause 11.

8.3 The Company does not guarantee that outputs will be unique, error-free, non-infringing, or suitable for commercial deployment.

8.4 Users are fully responsible for reviewing, testing, validating, and vetting all outputs before production use.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 The Platform, including its software, algorithms, UI/UX, models, documentation, branding, and proprietary systems, are the exclusive property of Nuvra Tech.

9.2 No license is granted to Users except as expressly stated herein. Unauthorized reproduction, distribution, modification, or derivative work creation is strictly prohibited.

9.3 All trademarks, logos, and service marks are protected under UAE IP laws.

10. SERVICE AVAILABILITY AND MODIFICATIONS

10.1 The Platform is provided on an “as is” and “as available” basis.

10.2 The Company does not warrant uninterrupted or error-free service and may perform maintenance or updates at its discretion.

10.3 Features, tools, or service levels may be modified, suspended, or discontinued with reasonable notice to affected Users.

11. DISCLAIMERS AND LIMITATION OF LIABILITY

11.1 AI Output Warning:
The Company does not guarantee accuracy, completeness, legality, or fitness-for-purpose of AI-generated outputs.

11.2 No Warranty:
To the fullest extent permitted by UAE Law, the Company disclaims all warranties, express or implied.

11.3 Limitation of Liability:
The Company shall not be liable for:
a. indirect, consequential, punitive, or special damages;
b. loss of profits, business, or data;
c. reliance on AI-generated content;
d. delays, outages, or data breaches beyond reasonable control.

11.4 Aggregate liability shall not exceed the total amount paid by the User in the preceding three (3) months.

12. TERMINATION

12.1 The Company may suspend or terminate access immediately for:

breach of these Terms;
unlawful or inappropriate conduct;
non-payment of fees.

12.2 Users may terminate their subscription at any time through account settings.

12.3 Upon termination, all access to credits/tokens and premium features ceases immediately; no refunds shall be issued.

13. COMPLIANCE WITH UAE DATA PROTECTION LAW

13.1 The Company shall process personal data in accordance with Federal Decree-Law No. 45 of 2021 (PDPL).

13.2 Users acknowledge that:

their personal data may be processed for service provision, security, billing, analytics, and fraud prevention;
cross-border transfers may occur subject to PDPL compliance.

13.3 Full details are provided in the Company’s Privacy Policy and Data Processing & Retention Policy.

14. GOVERNING LAW

This Agreement shall be governed exclusively by:

The laws of the United Arab Emirates; and
The laws of the Emirate of Abu Dhabi.

15. DISPUTE RESOLUTION (HYBRID – NEGOTIATION → MEDIATION → ARBITRATION)

15.1 Negotiation
Parties shall attempt to resolve disputes amicably through written notice and good-faith negotiation for at least 30 days.

15.2 Mediation
If unresolved, the dispute shall be referred to mediation under the rules of the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC) or another mutually agreed mediation body.

15.3 Arbitration
If mediation fails, the dispute shall be finally resolved through binding arbitration under ADCCAC Rules by a sole arbitrator appointed in accordance with those Rules.

Seat of arbitration: Abu Dhabi, UAE
Language: English
Award: final and enforceable under UAE Arbitration Law (Federal Law No. 6 of 2018)

15.4 The Parties waive any right to litigate disputes in onshore courts, except for enforcement or injunctive relief.

16. MISCELLANEOUS

16.1 Entire Agreement:
This document constitutes the entire agreement between the Parties concerning the Platform.

16.2 Severability:
If any provision is held unenforceable, the remainder shall remain in effect.

16.3 Assignment:
Users may not assign rights without prior written consent. The Company may assign rights to affiliates or successors.

16.4 Notices:
Official notices shall be sent to: hey@nuvra.agency