Terms of Service

These Terms of Service ("Terms") are an agreement between PWIN Technologies Private Limited, a company incorporated in India with its registered office at 67/A, Sarala Nagar, Laxmi Sagar, Bhubaneswar, Odisha, India and its principal place of business at 1st Floor, 2085, 24th Main Road, Vanganahalli, 1st Sector, HSR Layout, Bengaluru, Karnataka 560102, India ("Nagent", "we", "us"), and the organisation that signs up for a Nagent self-serve plan ("Customer", "you"). Self-serve plans are the Solo, Team and Business plans, and any free or trial plan, bought online. These Terms govern your use of the Nagent platform, its AI teammates, websites, applications, APIs and related services (the "Service").

You accept these Terms by ticking the acceptance box at sign-up or by using the Service. The person accepting confirms that they are at least 18 years old and authorised to bind the organisation. If you are not authorised, do not accept.

The Service is for business and professional use. It is not offered to consumers for personal, family or household purposes.

Enterprise is separate. These Terms do not apply to Enterprise customers, whose use of the Service, including private cloud deployments, is governed only by their signed Enterprise agreement. If you need Enterprise terms, a private deployment, a service level or a Business Associate Agreement, contact sales@nagent.ai.

For self-serve plans, if documents conflict, the Data Processing Agreement ("DPA") prevails over these Terms, and these Terms prevail over any policy linked from them, except that section 20 always applies to Nagent's liability under the DPA. A plan bought under a signed Nagent order form or Nagent Subscription Agreement is governed by that agreement, and these Terms apply to it only where that agreement is silent.

Where we offer the Service. The Service is not offered to organisations established in the European Economic Area, the United Kingdom or Switzerland. By accepting these Terms you confirm that your organisation is not established there.

"Workspace": your organisation's space in the Service. "Authorised User": a person you allow to use your Workspace. "Customer Data": all data you or your Authorised Users submit to the Service, data the Service collects from Connected Services on your instructions, and Outputs. "Input": anything you give an AI teammate. "Output": anything an AI teammate produces for you. "AI Teammate": an AI agent in the Service that works for your Workspace. "Agent Action": an action an AI Teammate takes outside the Service or that changes data, such as sending a message, changing a record or changing an advertising budget. "Autonomy Level": the setting that decides which Agent Actions run without a person approving them. "Connected Service": a third-party product you connect to the Service. "Credits": the usage units included in or bought for your plan. "Beta Feature": a feature labelled Beta.

We may review a new Workspace before activating it and may decline to activate one.

Your Workspace administrators control who joins, what role each Authorised User has, and which AI Teammates and Connected Services are enabled. Administrators can see Workspace activity, including actions taken by Authorised Users and AI Teammates.

You are responsible for your Authorised Users, for keeping credentials and API keys secret, and for everything done through your Workspace. Tell us at once at security@nagent.ai if you suspect unauthorised access.

Accounts may not be created by automated means, shared between people, or used to evade a suspension.

AI Teammates draft, recommend and, where you allow it, take Agent Actions in the Service and in your Connected Services on your behalf.

You set the autonomy. You choose the Autonomy Level for each AI Teammate and, where offered, each action. An Agent Action at or below the level you set may run without a further approval. Actions we classify as high-risk, including publishing to public social channels, spending beyond a budget cap, using a real person's likeness and certain website changes, always need a person's approval whatever level you set. We may make these classifications more protective at any time.

Actions you authorise are yours. An Agent Action that runs within the Autonomy Level you configured, or that a person in your Workspace approved, is taken by you and on your instructions. You are solely responsible for it and its consequences, including messages sent, content published, meetings booked, records changed or deleted, campaigns created or deleted, and money spent. This applies whether or not you reviewed the action before it ran.

Defects. If you believe an Agent Action ran outside the Autonomy Level you configured because of a defect in the Service, tell us within 14 days of the action. If we confirm the defect, we will correct it and restore the Credits the action consumed. That is your sole and exclusive remedy for the defect, and any other liability is subject to section 20.

No liability for third-party spend or outcomes. Advertising budgets, bids and other charges incurred in your Connected Services, such as advertising platforms, are billed to you by those providers, and you are responsible for setting limits in those accounts. We are not liable for third-party spend, lost campaigns, deliverability or account restrictions imposed by a third party, or the commercial results of any Agent Action or Output.

Learning within your Workspace. The Service may learn from outcomes in your Workspace to improve your AI Teammates. This includes proposing, or where you have not opted out, applying lower approval requirements for actions with a consistent record. You can turn automatic changes off in your Workspace settings, and every change is recorded in your audit log.

Oversight is yours. You are responsible for configuring your AI Teammates, including their instructions, knowledge, brand rules and Autonomy Levels, for monitoring their activity, and for pausing them when needed. Review Outputs before relying on them. You will not use the Service as the sole basis for decisions with legal or similarly significant effects on people, such as hiring, credit, insurance, housing or medical decisions.

Our role. Nagent provides software. We are not your agent in law, your fiduciary, or a party to any communication, contract or relationship between you and a third party, even when an AI Teammate acts on your behalf. Where we host or transmit third-party information, we act as an intermediary under section 79 of the Information Technology Act, 2000.

Model providers. AI Teammates depend on third-party AI models and services. We may change the models and providers we use at any time. We are not responsible for their outages, changes or behaviour, beyond the obligations in the DPA.

You are the sender. Email, messages, calendar invitations and other communications sent through the Service are sent by you. You will comply with laws on commercial and unsolicited communications, including the US CAN-SPAM Act, Canada's CASL, the EU ePrivacy rules and UK PECR, and India's IT Act and TRAI regulations. You will identify yourself accurately, include a working opt-out where the law requires one, honour opt-outs promptly, and not send to purchased or harvested lists in breach of law.

Prospect and enrichment data. When you instruct the Service to find, enrich or contact people, you decide the purpose, and you act as data fiduciary or controller of that data. You will have a lawful basis for it, give the notices the law requires, use it only for legitimate business-to-business purposes, and not use it to make eligibility decisions about people or to process sensitive personal data.

Public sources. Some features gather publicly available information from websites and platforms. You will use that information lawfully and in line with the rights of the people and platforms concerned.

Disclosure of AI. You will not tell anyone that an AI Teammate is a human. Where the law requires it, you will make clear that a person is interacting with an AI system.

When you connect a third-party service, by OAuth, through our integration partner or with your own API key, you authorise us and our AI Teammates to access it within the permissions you grant, to provide the Service. You can revoke a connection at any time.

Connected Services are provided by third parties under their own terms, which you must follow. We are not responsible for their availability, their changes or how they handle your data.

If you use your own key for an AI model or email provider, your agreement with that provider governs the processing it performs and the charges it makes, and that usage does not consume Credits.

Accuracy. Outputs are generated by machine learning models. They can be wrong, incomplete, out of date or similar to outputs produced for others. Outputs are not legal, financial, medical or other professional advice.

Ownership. As between you and us, you own your Inputs and Outputs, and we assign to you any rights we have in Outputs. Copyright protection for AI-generated material may be limited by law, and we do not warrant that an Output is protectable or does not infringe a third party's rights.

Labels and provenance. We may label synthetic images, audio and video and attach provenance metadata. You will not remove or obscure labels or metadata we apply. You will label synthetic content and disclose AI-generated or manipulated content where the law requires, including India's Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 as amended in 2026, and Article 50 of the EU AI Act.

Real people. You will use a real person's name, face, likeness or voice only with that person's documented written consent covering the use, territory and duration, and never to deceive, defame, harass, depict a minor, create sexual content, or impersonate anyone. We may ask to see the consent and may disable a persona without it.

You will not use the Service to: (a) break the law or infringe others' rights; (b) send spam or unlawful bulk messages; (c) carry out unlawful surveillance or tracking of individuals; (d) create child sexual abuse material, non-consensual intimate imagery, or deceptive deepfakes; (e) harass, threaten or discriminate; (f) spread malware or attack systems; (g) interfere with elections or political processes through deception; (h) develop weapons or facilitate serious harm; or (i) breach the usage policies of the AI model providers we use.

You will not: (a) bypass approval controls, spending limits, rate limits or safety measures; (b) reverse engineer the Service except where law permits; (c) scrape the Service or use it to build a competing product or to train models; (d) resell or share access outside your organisation without our written consent; or (e) misuse Credits or promotions.

We may investigate suspected breaches and remove content or disable features as section 17 allows.

Do not submit payment card numbers, government identity numbers, or children's personal data to the Service, except through a feature built for that purpose.

Do not submit protected health information as defined under the US Health Insurance Portability and Accountability Act, or other health data, to a self-serve plan. Nagent is not your business associate and signs no Business Associate Agreement under these Terms. If you need to process health data, contact sales@nagent.ai about an Enterprise agreement.

Plans. The self-serve plans are Solo, Team and Business. Each is billed monthly, or annually in advance at a lower monthly rate. On the effective date of these Terms they are:

Prices are in US dollars. Our pricing page shows each plan's current prices, Credits, member limits and features, including features available only on annual billing. A price you subscribed at changes only under 10.10. Add-ons bought separately, such as Growth Pods, are governed by these Terms and the description shown when you buy them.

Changing plans. You can change your plan or billing period in your Workspace billing settings. A move to a higher plan, or from monthly to annual billing, takes effect immediately: we charge the prorated difference for the rest of the current billing period, and the new plan's monthly Credits apply from then. A move to a lower plan, or from annual to monthly billing, takes effect at your next renewal, and your current plan continues until then. If a change lowers your member or feature limits, you must bring your Workspace within the new limits. Content above them is kept, not deleted, but may be frozen until you move to a plan that includes it.

Sign-up Credits and trials. A new Workspace, opened by someone who has not owned or joined one before, receives 2,000 promotional Credits, which expire 30 days after the Workspace is created. A Workspace without a paid plan can use only its promotional Credits. We may offer other promotions or trials on the terms shown with them, and may change or end them at any time. None becomes a paid plan unless you complete checkout. Section 10.9 does not apply to promotional Credits or trials.

Credits. Credits are consumed by AI model usage, paid tools such as research and data enrichment, and media generation, at the rates shown in the Service. Each plan includes a monthly Credit allowance, on monthly and annual billing alike, which resets at the start of each calendar month (UTC). A first plan bought part-way through a month gets the share of its allowance for the rest of that month, and its full allowance from the next. Plan Credits unused at the end of a month expire on every plan and billing period, and are not carried into the next month. On Business, the allowance is shared across all teams in the Workspace. Where offered, you can buy top-up packs of extra Credits. Top-up packs are priced separately from plan Credits; on the effective date of these Terms they are 1,000 Credits for $6, 5,000 Credits for $30 and 25,000 Credits for $150. Top-up Credits are used after your plan's monthly Credits and expire 12 months after purchase. Promotional Credits are used before your plan's Credits. Credits have no cash value and cannot be transferred.

Limits. When your plan's monthly Credits are used up, paid tools pause and conversations keep working. When usage reaches 1.2 times the monthly allowance, all usage that consumes Credits pauses until the next month starts, you upgrade, or you buy a top-up where offered. A spending limit you set pauses usage in the same way. Usage between the allowance and that ceiling, and any small excess from a task that finishes after a limit is reached, is never charged.

Payment. Payments are processed by our third-party payment provider, which acts as our reseller and merchant of record, and its terms apply to the payment transaction. Fees are charged in advance: each month on monthly billing, and for the whole year on annual billing. Top-up packs are charged when you buy them.

Renewal and cancellation. Subscriptions renew automatically for the same period unless cancelled. You can cancel at any time in your Workspace billing settings, and withdraw the cancellation before it takes effect. Cancellation takes effect at the end of the current billing period, which on annual billing is the end of the year you paid for, and your access and monthly Credits continue until then. After that, your plan and its monthly Credits end.

Taxes. Prices exclude taxes, including GST and VAT, which are added where applicable.

Refunds. Fees, top-up packs and used Credits are not refundable, except: (a) Credits consumed by a run that failed because of the Service are restored, automatically or on request; (b) where we end the Service for convenience under 17.4, or you end it after rejecting a change under 22.2, we refund prepaid fees for the unused period; and (c) where the law requires otherwise. Promotional Credits and trials carry no refund.

Price changes apply from your next renewal, after at least 30 days' notice.

Late payment. If a payment fails, your plan stays active until the end of the period already paid for. If the payment is still outstanding at that point, we suspend the Workspace until it is paid, and access returns once the payment succeeds. Fees paid by invoice under a signed Nagent agreement follow that agreement's late-payment terms instead.

Billing disputes. Raise a disputed charge with us in good faith within 60 days of the charge so we can resolve it quickly.

Beta Features are offered so you can use new capabilities early. They may change, be withdrawn or behave unexpectedly, are provided "as is" without any warranty. You may choose not to use them.

You own Customer Data. We claim no ownership of it.

Our licence is limited. You grant us a non-exclusive licence to host, copy, process, transmit and display Customer Data only to provide, secure, support and improve the Service for you, to prevent abuse, and to comply with law.

No model training. We do not use Customer Data to train or fine-tune AI models. We use third-party AI model providers under commercial agreements that prohibit the provider from using the data we send to train its models, and we require the same of every AI model provider we use. Learning from your Workspace, such as refined instructions for your AI Teammates, stays in your Workspace and is never used for another customer.

Aggregate statistics. We may use de-identified, aggregated measurements of how the Service performs, such as action success rates. These contain no Customer Data content and identify neither you nor any person, and we use them to improve the Service.

Support access. Authorised Nagent personnel may access your Workspace to provide support you request, investigate a security issue or defect, or comply with law. Each access is recorded in your Workspace audit log.

Personal data. Our DPA, at nagent.ai/data-processing-agreement, forms part of these Terms and governs personal data in Customer Data. You are the data fiduciary or controller, and we process it on your instructions.

Export and deletion. You may request an export of Customer Data at any time during the term and for 30 days after it ends. After that period we delete Customer Data as the DPA describes, except where law requires us to keep it.

Each party will keep the other's non-public information confidential and use it only to perform these Terms. It may share that information with personnel and advisers who need to know it and are bound by similar duties, or where the law requires, with notice where lawful. This does not cover information that is public, already known, independently developed or lawfully received from someone else.

We maintain an information security management system certified to ISO/IEC 27001:2022 (InterCert, certificate IC-IS-2609127), and the technical and organisational measures described in the DPA. Our SOC 2 Type II programme is in progress.

We will notify you of a personal data breach affecting Customer Data as the DPA describes. You are responsible for your users, devices, credentials and the configuration choices you make in the Service.

We and our licensors own the Service, including its software, models we build, prompts, designs and documentation. Subject to these Terms, we grant you a non-exclusive, non-transferable right during your subscription for your Authorised Users to use the Service for your internal business purposes.

If you give us feedback, we may use it without restriction or payment.

We will not use your name or logo in marketing without your written consent.

If you believe content on or produced through the Service infringes your rights or is unlawful, write to our Grievance Officer (section 25). Include your contact details, the content concerned, its location and the basis of your complaint. We act on complaints within the timelines set by the Information Technology Act, 2000 and the rules made under it. Repeat infringers lose access.

We may suspend all or part of your access, giving notice where practicable, if: (a) your use breaches section 8 or 9 or threatens the security or integrity of the Service or others; (b) payment is overdue under 10.11; or (c) the law requires it. We will limit the suspension to what is needed and restore access promptly once the cause is resolved.

You may end these Terms at any time by cancelling your subscription and closing your Workspace.

Either party may end these Terms if the other materially breaches them and does not cure the breach within 30 days of notice. We may end them at once for a serious breach of section 8 or 9.

We may change, limit or discontinue any feature, model or Connected Service integration. If we end the Service as a whole for convenience, we will give 30 days' notice and a pro-rata refund under 10.9.

On termination your right to use the Service ends, 12.7 applies, and sections that by their nature should survive, including 4.3 to 4.5, 4.8, 7, 10, 12, 13, 18 to 21 and 24, survive.

To the fullest extent the law allows, the Service, AI Teammates, Agent Actions, Outputs, Connected Service integrations and Beta Features are provided "as is" and "as available", without warranties of any kind. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, accuracy and non-infringement. We do not warrant that the Service will be uninterrupted, secure or error-free, that Outputs will be accurate, lawful or fit for your purpose, or that any result will be achieved. No service level, uptime or availability commitment, or service credit applies.

You are responsible for keeping your own copies of Outputs and Customer Data you need. Any liability we have for loss of data is subject to section 20.

Your indemnity. You will defend, indemnify and hold harmless Nagent, its affiliates, officers, directors, employees and agents against all claims, losses, damages, penalties, fines, costs and expenses, including reasonable legal fees, arising from or relating to: (a) Customer Data and Inputs; (b) Agent Actions taken under 4.3; (c) communications sent through the Service under section 5, and your processing of personal data of people you contact or enrich; (d) your use of any person's name, likeness or voice; (e) your use of Connected Services; (f) your breach of these Terms or of law; and (g) any dispute between you and a third party.

Process. We will notify you of a claim and give reasonable cooperation at your expense. We may take part in the defence with our own counsel, or assume control of it at your expense. You will not settle a claim in a way that admits fault for us or imposes an obligation on us without our written consent.

No indemnity from Nagent. Nagent gives no indemnity under these Terms, including for intellectual property infringement.

To the fullest extent the law allows, Nagent and its affiliates, officers, employees, suppliers and licensors are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data, advertising spend, business interruption, or cost of substitute services, however caused and even if advised of the possibility.

Nagent's total aggregate liability for all claims of any kind arising out of or relating to these Terms, the DPA or the Service, whether in contract, tort (including negligence), under statute, under any indemnity, for breach of data protection or confidentiality obligations, or otherwise, is limited to the fees you have paid us for the Service that you have not yet used at the time of the event giving rise to the claim. Those are the fees for the unexpired part of your current paid billing period and for top-up Credits you bought and have not used. Any refund we pay under these Terms counts towards this limit.

The limits in this section do not limit your payment obligations, your indemnity under section 19, or your liability for breach of sections 5, 7.4, 8 or 9. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law. Each party agrees these limits are a reasonable allocation of risk and reflected in our prices.

These Terms are governed by the laws of India.

The parties will first try to settle any dispute through senior representatives within 30 days of written notice.

Unresolved disputes will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement or, failing agreement within 30 days, under section 11 of that Act. The seat and venue are Bengaluru, and the language is English.

Subject to 21.3, the courts at Bengaluru have exclusive jurisdiction, including for interim relief, though Nagent may also seek injunctive relief or recover unpaid fees in any competent court. To the extent the law allows, claims may be brought only on an individual basis and not as part of a class, collective or representative action.

We may update these Terms. We will give at least 30 days' notice of a material change by email to Workspace administrators and in the Service. Changes required by law, or that address new features, may take effect sooner.

If you do not accept a material change, you may end your subscription before it takes effect and receive a pro-rata refund under 10.9. Otherwise the change applies from its effective date. Earlier versions remain available at nagent.ai/legal/archive.

You will not use or allow access to the Service in breach of export control or sanctions laws that apply to you or to us, or from a country or by a person subject to comprehensive sanctions.

These Terms, with the documents in 1.4, are the entire agreement on their subject. Neither party may assign them without consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets, with notice. Neither party is liable for delay caused by events beyond its reasonable control. If any provision is unenforceable, the rest continues. A waiver must be in writing. The parties are independent contractors, and there are no third-party beneficiaries. These Terms are an electronic record under the Information Technology Act, 2000. Notices to us go to legal@nagent.ai; notices to you go to your Workspace administrators' email addresses.

Questions: support@nagent.ai. Grievance Officer under the Information Technology Act, 2000 and rules made under it: Neelesh Sharma, PWIN Technologies Private Limited, 1st Floor, 2085, 24th Main Road, Vanganahalli, 1st Sector, HSR Layout, Bengaluru, Karnataka 560102, India. Email grievance@nagent.ai, phone +91 7381091238.