Terms of Service

These Terms of Service ("Terms") are an agreement between Loktara Ventures Private Limited, a company incorporated in India (CIN U62099PB2026PTC069238), with its registered office at 5th Floor, F-547, 8A, Ind. Area, Sector 75, Chandigarh Sector 55, S.A.S. Nagar (Mohali), Rupnagar - 160055, Punjab, which operates the Niyoos service ("Niyoos", "we", "us"), and the organisation or person that creates a Niyoos account ("Customer", "you").

These Terms are an electronic record under the Information Technology Act, 2000 and the rules made under it. They are generated by a computer system and need no physical or digital signature.

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1. Accepting these Terms

1.1 You accept these Terms when you create an account, tick the box or click the button that says you agree, or use the Service. If you do not agree, do not use the Service.

1.2 If you accept on behalf of a company or other organisation, you confirm that you are authorised to bind it, and "you" means that organisation.

1.3 Business use only. The Service is built for businesses and professionals who run AI agents. By accepting, you confirm that you are at least 18 years old and that you are using the Service for your business or profession, not for personal, family or household purposes.

1.4 These Terms incorporate, and you also agree to:

• the Privacy Policy (how we handle personal data as a data fiduciary);
• the Data Processing Agreement (how we handle personal data inside your workspace on your behalf);
• the Acceptable Use Policy;
• the Pricing and Billing Terms and the Refund and Cancellation Policy, if you buy a paid plan;
• the Cookie Policy.

If any of them conflicts with these Terms, these Terms win, except that the Data Processing Agreement wins on the handling of personal data and the Pricing and Billing Terms win on prices and payment.

2. Definitions

• Service: the Niyoos web application at app.niyoos.com, the proxy at api.niyoos.com, our APIs, connectors (n8n, Zapier, Make), SDKs and documentation.
• Workspace: your organisation's account on the Service.
• Member: a person you invite into your Workspace. Admin: a Member with the admin role.
• Agent: an AI agent, workflow or program you register in your Workspace and connect to the proxy with an agent key.
• LLM Provider: a third-party AI model provider you choose (for example OpenAI, Anthropic, Google, DeepSeek, Moonshot, Groq or Together, or a custom endpoint you configure).
• Provider Key: an API key for an LLM Provider that you store in the Service.
• Customer Data: all data you or your Agents send to or through the Service, including requests and responses passing through the proxy, and the records the Service creates about them.
• Usage Metadata: the records the Service keeps about each call: time, Agent, model, provider, tokens, cost, latency, outcome, error class, run and workflow labels, and technical details of the calling client.
• Tool Details: the arguments of tool calls made by an Agent, stored only when an Admin turns the feature on for that Agent.
• Audit Ledger: the hash-chained, sealed record of actions in your Workspace.

3. The Service

3.1 What Niyoos does. Niyoos sits between your Agents and the LLM Providers you choose. It authenticates each call with the Agent's key, forwards the request to your LLM Provider using your Provider Key, returns the response, and records Usage Metadata. On top of that it gives you controls (kill switch, spending limits, loop detection and stops), monitoring (runs, alerts, analytics, emails) and an Audit Ledger.

3.2 We forward; we do not read for our own purposes. The proxy forwards your requests and responses as they are. We do not store the bodies of requests or responses, except Tool Details where you turn that feature on, as described in the Privacy Policy and the Data Processing Agreement. We do not use Customer Data to train any model.

3.3 LLM Providers are your choice and your contract. You choose each LLM Provider, supply your own Provider Key and accept that provider's terms. Your requests go to that provider on your instruction. LLM Providers are not our subcontractors, and we are not responsible for their services, outputs, availability, pricing, data handling or changes. You pay them directly for model usage.

3.4 Automated controls. The Service includes automated controls that can refuse or stop your Agents' calls without asking you first:

• the kill switch and spending limits you set;
• loop detection, which compares fingerprints (one-way codes) of requests and can alert you, or stop a run, a workflow or an Agent, according to your settings and plan;
• the Free plan request limit (see the Pricing and Billing Terms);
• rate limits that protect the Service.

These controls work on your configuration and on patterns in Usage Metadata. They are tools to reduce risk, not a guarantee that no unwanted call, cost or loop will happen. You remain responsible for your Agents and what they do.

3.5 Changes to the Service. We improve the Service often. We may add, change or remove features. If we remove a feature that is a material part of a paid plan you have bought, we will tell you at least 30 days before, and you may cancel and receive a pro-rata refund of the prepaid fees for the remaining period of that plan.

3.6 Beta features. Features labelled beta, preview or experimental are provided as they are, may change or stop, and are excluded from any commitment in these Terms.

4. Your account

4.1 You must give accurate account information and keep it up to date.

4.2 Sign-in is handled by our authentication provider (Clerk). Keep your sign-in method secure. We strongly recommend that every Member turns on two-factor authentication. You are responsible for everything done through your Workspace, including by your Members and Agents.

4.3 Keys. Each Agent key is shown once and stored by us only as a one-way hash. Treat Agent keys and Provider Keys as secrets. If you think a key is exposed, revoke it in the dashboard straight away. Provider Keys are encrypted with keys held in Amazon Web Services Key Management Service and are used only to make the calls your Agents send.

4.4 Admins control the Workspace: Members, Agents, limits, settings, Tool Details and deletion. We act on instructions from Admins.

4.5 Tell us at support@niyoos.com without delay if you learn of any unauthorised use of your Workspace.

5. Your responsibilities

5.1 You must use the Service lawfully and in line with the Acceptable Use Policy.

5.2 Your data and your end users. You decide what data your Agents send through the Service. If your requests, responses or tool calls include personal data about your customers, employees or other people ("your end users"), you are responsible for:

• having a lawful basis and giving any notice the law requires for that data, including the onward transfer to the LLM Providers you choose;
• not sending children's data, or sensitive personal data, unless you have a lawful basis and it is necessary;
• deciding whether to turn on Tool Details, which stores tool-call arguments for 30 days.

We handle that data as your data processor under the Data Processing Agreement.

5.3 You must comply with each LLM Provider's terms and usage policies, and with the terms of any platform you connect (n8n, Zapier, Make or others).

5.4 You are responsible for the settings you choose, including spending limits, loop settings and alert recipients, and for watching the alerts we send.

6. Plans, fees and payment

6.1 Free plan. The Free plan costs nothing and has the limits stated in the Pricing and Billing Terms, including a hard limit of 10,000 billable requests per calendar month (UTC). Above that limit, the Service refuses your Agents' AI calls until the next month begins or you move to a paid plan. The kill switch, spending limits and the dashboard keep working.

6.2 Paid plans. Paid plans, their prices and limits are described in the Pricing and Billing Terms and in the app. Prices are set in US dollars and charged in Indian rupees. The rupee amount shown on our confirmation page before you pay is the amount you are charged.

6.3 Who you buy from. Every paid plan is sold by Loktara Ventures Private Limited. Payments are processed by Razorpay Payments Private Limited, an RBI-authorised payment aggregator, which does not sell you anything.

6.4 Who may buy. Paid plans are available only to buyers in India paying in Indian rupees.

6.5 Renewal. Monthly plans renew automatically through the payment mandate you approve until you cancel. Annual plans are a single payment and do not renew automatically. Details, reminders and cancellation are in the Pricing and Billing Terms and the Refund and Cancellation Policy.

6.6 Taxes. Loktara Ventures Private Limited is not registered under the Goods and Services Tax because its turnover is below the registration threshold. No GST is charged and our receipts are not tax invoices, so you cannot claim input tax credit on them. If we register, we will tell you before any charge that includes GST.

6.7 Failed payments. If a renewal payment fails, your plan continues for seven days while we remind you, and you can pay at your locked price. From the eighth day your Workspace has the Free plan's limits until you pay. Nothing is deleted.

6.8 Refunds. Fees for a period that has started are not refundable, except in the cases listed in the Refund and Cancellation Policy and where the law requires a refund.

6.9 Changing plan. During a paid period you can move to a higher plan, switch from monthly to annual billing (Starter and Growth), or move from an annual plan to a higher plan, with credit for what you have already paid for. Moving to a lower plan, or from annual to monthly billing on the same or a lower plan, is not available during a paid period: cancel instead, and when the paid period ends your Workspace moves to the Free plan, from which you can buy any plan.

7. Intellectual property

7.1 Your data is yours. You keep all rights in Customer Data. You give us a limited, non-exclusive licence to host, process, transmit and display Customer Data only to provide, secure and support the Service for you, to comply with law, and as described in the Data Processing Agreement.

7.2 The Service is ours. We and our licensors keep all rights in the Service, its software, design, documentation and trademarks. We give you a non-exclusive, non-transferable right to use the Service during your subscription in line with these Terms. You may not copy, modify, reverse engineer (except where the law allows it despite this restriction), resell, or build a competing service from the Service.

7.3 Aggregated statistics. We may create statistics about use of the Service (for example total calls or error rates across all workspaces) that do not identify you, your Members, your end users or your Customer Data, and use them to run and improve the Service.

7.4 Feedback. If you send us suggestions, we may use them without obligation to you.

7.5 Connectors and SDKs. Our connectors and SDKs may be distributed under their own open-source or platform licences. Those licences govern that code.

8. Confidentiality

8.1 Each party will keep the other's non-public information that is marked or reasonably understood as confidential ("Confidential Information") secret, use it only for this agreement and share it only with people who need it and are bound by similar duties. Customer Data is your Confidential Information.

8.2 This does not cover information that is public through no fault of the receiving party, was already lawfully known to it, or was independently developed.

8.3 A party may disclose Confidential Information where the law, a court, a regulator or a government authority requires it, including reports to the Indian Computer Emergency Response Team (CERT-In). Where lawful, it will tell the other party first.

9. Privacy and data protection

9.1 Our Privacy Policy explains how we handle personal data for which we decide the purposes, such as Member accounts, billing and our website.

9.2 The Data Processing Agreement applies to personal data in Customer Data that we process on your behalf. It forms part of these Terms automatically, on every plan, including the Free plan.

10. Third-party services

The Service connects to services we do not control, including LLM Providers and the platforms you connect. Your use of them is governed by their terms. We are not responsible for them, for changes they make, or for their outages, which may affect the Service.

11. Service availability and support

11.1 We work to keep the Service available and fast, but we do not commit to a specific uptime or offer service credits under these Terms. The production database runs in a single AWS availability zone in Mumbai, and a deployment can briefly interrupt service.

11.2 Planned maintenance that we expect to interrupt service will be announced in the app or by email where practical.

11.3 Support is by email at support@niyoos.com. Growth, Pro and Scale plan customers receive priority support as described in the Pricing and Billing Terms.

12. Warranties and disclaimers

12.1 Each party confirms that it has the power to enter into these Terms.

12.2 We will provide the Service with reasonable skill and care.

12.3 Apart from that, and to the fullest extent the law allows, the Service is provided "as is" and "as available". We do not promise that it will be uninterrupted or error-free, that every loop, unwanted call or cost will be detected or stopped, or that outputs of any LLM Provider will be accurate, lawful or fit for your purpose. You are responsible for decisions you or your Agents make using the Service.

13. Limitation of liability

13.1 Neither party is liable to the other for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss, even if it was foreseeable.

13.2 Each party's total liability arising out of or in connection with these Terms in any 12-month period is limited to the greater of (a) the fees you paid us in the 12 months before the event giving rise to the claim and (b) ten thousand Indian rupees (₹10,000).

13.3 For breach of the Data Processing Agreement or of clause 8 (Confidentiality), the limit in 13.2 is doubled.

13.4 Nothing in these Terms limits liability for fraud, wilful misconduct, your obligation to pay fees, your indemnity under clause 14.1, or any liability that cannot be limited by law.

13.5 Nothing in these Terms shortens the period within which you may bring a claim under the law.

14. Indemnities

14.1 You will defend and indemnify us against third-party claims, and the losses, fines and reasonable costs arising from them, to the extent caused by: Customer Data or your end users' data, including your lack of a lawful basis or required notice; your breach of the Acceptable Use Policy; or your breach of an LLM Provider's or connected platform's terms.

14.2 On paid plans, we will defend and indemnify you against third-party claims that the Service, as we provide it, infringes that party's intellectual property rights in India, and pay the damages finally awarded or agreed in settlement. This does not apply to claims caused by Customer Data, by combining the Service with something we did not provide, or by your breach of these Terms. If such a claim happens, we may modify the Service so it no longer infringes, obtain a right for you to continue, or end the affected plan and refund prepaid fees for the unused period.

14.3 The party seeking indemnity must tell the other promptly, let it control the defence, and cooperate reasonably.

15. Suspension

15.1 We may suspend all or part of your access, with notice where practical, if:

• your use breaks the law or the Acceptable Use Policy, or threatens the security, integrity or availability of the Service or of other customers;
• a court, regulator or government authority requires it;
• we reasonably suspect your Workspace has been compromised.

15.2 We will limit any suspension to what is necessary and restore access once the cause is resolved. Unpaid fees lead to Free plan limits (clause 6.7), not to suspension.

16. Term, cancellation and termination

16.1 These Terms apply from when you accept them until your Workspace is deleted.

16.2 You may cancel a paid plan at any time in the app (effective at the end of the paid period) and may delete your Workspace at any time in Settings (effective immediately).

16.3 We may end these Terms or close your Workspace (a) on 30 days' notice for any reason, in which case we refund prepaid fees for the unused period; or (b) on notice, if you materially breach these Terms or the Acceptable Use Policy and do not fix the breach within 15 days of our notice, or straight away for serious or repeated abuse or where the law requires.

16.4 Effect. When your Workspace is closed or deleted, your access ends, your Agent keys stop working and your data is deleted as set out in the Privacy Policy and the Data Processing Agreement, except records we must keep by law (such as payment receipts). Deletion you start yourself is immediate and cannot be undone, so download anything you want to keep first. If we close your Workspace under 16.3(a), or under 16.3(b) other than for serious abuse, you will have at least 30 days to retrieve your data first.

16.5 Clauses 7, 8, 12, 13, 14, 16.4, 18 and 19 survive termination.

17. Changes to these Terms

17.1 We may update these Terms. For changes that materially affect your rights, we will give at least 30 days' notice by email to Admins and in the app before they take effect. Changes required by law may take effect sooner.

17.2 If you do not agree to a change, you may cancel before it takes effect. A paid plan you cancel for this reason ends at the end of its current period, and your current price stays in place until then.

17.3 Price changes for an existing subscription take effect only at renewal and only after at least 30 days' notice.

17.4 Previous versions of these Terms are available on request.

18. Governing law and disputes

18.1 These Terms are governed by the laws of India.

18.2 Talk first. If a dispute arises, either party may write to the other, and both will try in good faith to resolve it within 30 days.

18.3 Mediation. Where the Commercial Courts Act, 2015 requires pre-institution mediation, the parties will complete it before starting proceedings, except where urgent interim relief is needed.

18.4 Arbitration. A dispute not resolved under 18.2 and 18.3 will be finally decided by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement of the parties or, failing agreement within 30 days, as provided in that Act. The seat and venue of arbitration is Sahibzada Ajit Singh Nagar (Mohali), Punjab, and the language is English. Either party may seek urgent interim relief from a competent court.

18.5 Courts. Subject to clause 18.4, the courts at Sahibzada Ajit Singh Nagar (Mohali) and the High Court of Punjab and Haryana have exclusive jurisdiction.

18.6 Statutory rights. Nothing in these Terms takes away any right or remedy you have by law that cannot be excluded by contract, including, if you are a consumer under the Consumer Protection Act, 2019, your right to approach a consumer commission.

19. General

19.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of LLM Providers, cloud or network providers, payment systems, or acts of government. This does not excuse payment obligations.

19.2 Assignment. You may not transfer these Terms without our written consent. We may transfer them to an affiliate or to a successor of our business, with notice to you.

19.3 Notices. We send notices to Admins' email addresses or in the app. You send notices to support@niyoos.com, or for legal notices to our registered office.

19.4 Entire agreement. These Terms and the documents in clause 1.4 are the whole agreement about the Service and replace earlier discussions. A signed order form or agreement with us, if any, prevails over these Terms where it says so.

19.5 Severability and waiver. If a provision is unenforceable, the rest stays in force. Not enforcing a right is not a waiver.

19.6 Relationship. The parties are independent contractors.

19.7 Export and sanctions. You will not use the Service in breach of applicable export control or sanctions laws.

20. Grievance Officer

In line with the Information Technology Act, 2000 and the rules made under it, our Grievance Officer is:

Varun Avhad, Chief Technology Officer, Loktara Ventures Private Limited Email: grievance@niyoos.com · Telephone: +91 96993 51139 Address: 5th Floor, F-547, 8A, Ind. Area, Sector 75, Chandigarh Sector 55, S.A.S. Nagar (Mohali), Rupnagar - 160055, Punjab

We acknowledge complaints within 24 hours and resolve them within the time set out on our Grievance Redressal page.

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Questions about these Terms: support@niyoos.com.