Nventr AI, LLC. The version you agree to is the one recorded with your acceptance.
This End User Agreement (this "Agreement") is the individual license under which a natural person ("you") may use software that Nventr AI, LLC makes available through nventr.io. The software is licensed, not sold. This Agreement does not create an nventr.io account and does not make you the customer. The Organization that holds the account is the customer under the Terms and Conditions of Nventr AI, LLC (the "Terms") and is responsible for its users, including you, and for their compliance. This Agreement is subject to the Terms. If this Agreement and the Terms conflict, the Terms control.
This Agreement is between you and Nventr AI, LLC only. Customers contract only with Nventr AI, LLC.
The licensor is Nventr AI, LLC, a Nevada limited liability company, Nevada Entity ID E36712052023-9 ("Nventr," "we," or "us"). Principal office and notice address: 8550 West Desert Inn Road #102-452, Las Vegas, NV 89117. Registered agent for service of process: Pass Management, Inc., at the same address.
You, the licensee, are the individual person who is allowed to use the Software. You are not the contracting customer unless you also accepted the Terms on behalf of the Organization. The "Organization" is the legal entity or other person that holds the nventr.io account under which you are permitted to use the Software. The Organization is responsible for its users and for their compliance with the Terms, the Privacy Policy of Nventr AI, LLC (the "Privacy Policy"), and this Agreement.
Capitalized terms have the meanings in this table. Terms used but not defined here have the meanings given in the Terms.
| Term | Meaning |
|---|---|
| App Kit | A dedicated application instance (URL, database, layer repository, and Dev Console on the paid Kit plans). The Build plan uses a shared host and public site and is not a dedicated database. |
| Object form | Machine-executable or hosted form. Object form does not include source code. |
| Organization | The person or entity that holds the nventr.io account under which you are permitted to use the Software. |
| Platform | Nventr's shared workflow runtime (nQube, seats, and agentOS) that writes into systems the Organization already has. Platform has no dedicated URL, database, layer repository, or Dev Console. |
| Product | Platform or App Kit. The Products are sold separately. Buying or using one does not include the other. |
| Software | The object-form software and hosted interfaces that Nventr makes available under the Organization's then-current Subscription for a Product. GridOS is a separate product and is not Software under this Agreement. |
| Subscription | The Organization's then-current right to use a Product, including a free plan where Nventr offers one. |
| Terms | The Terms and Conditions of Nventr AI, LLC, the master contract between Nventr and the Organization. |
This Agreement is the individual's license. Commercial terms, acceptable use, fees, service commitment, customer-data terms, and liability as between Nventr and the Organization live in the Terms. The Privacy Policy is the privacy notice, incorporated by the Terms. This Agreement does not restate those terms.
The self-serve set, in this order, is: (1) the Terms (the master contract with the Organization); (2) the Privacy Policy (the notice, incorporated by the Terms); and (3) this Agreement (the individual's license, subject to the Terms). The Organization is responsible for its users.
If this Agreement conflicts with the Terms, the Terms control. If a signed order or enterprise agreement is later executed between Nventr and the Organization, that signed agreement controls over these clickwrap terms for that Organization, including this Agreement as applied to that Organization's users.
Nventr grants the license in this Section 5 only. All rights not expressly granted are reserved.
Subject to this Agreement and the Terms, and only while the Organization's Subscription for the applicable Product remains in effect, Nventr grants you a non-exclusive, non-transferable, revocable license to use the Software in object form, solely for the Organization's internal business, and solely with the access the Organization assigns to you. The license is personal to you. You may not sublicense it. Nventr may revoke it under Section 10.
The license covers only the Product or Products for which the Organization then holds a Subscription.
| Product | Description | Covered |
|---|---|---|
| Platform | Shared workflow runtime (nQube, seats, agentOS). No dedicated URL, database, layer repository, or Dev Console. | Yes, if and only if the Organization then holds a Subscription for Platform. |
| App Kit | Dedicated application instance (URL, database, layer repository, and Dev Console on paid Kit plans). | Yes, if and only if the Organization then holds a Subscription for App Kit. |
| GridOS | A separate product. | No. |
You may use the Software only as licensed in Section 5. The following restrictions apply. Acceptable use for the Organization's account is stated in the Terms and binds you as a user of that account.
You may not reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive source code, underlying ideas, algorithms, or non-public interfaces from the Software, except to the extent applicable law forbids this restriction. Where the law forbids the restriction, you may take only the minimum acts the law requires, and only after giving Nventr prior written notice so that Nventr may provide an alternative that satisfies the law.
The license is for the Organization's internal business only. It is not a distribution right, a service-bureau right, or a right to build a competing offering.
#### 6.2.1 No Resale or Transfer
You may not sell, rent, lease, lend, sublicense, distribute, publicly display as your own product, or otherwise transfer the Software or any right granted under this Agreement. You may not assign your seat or access except as the Organization's administrators reassign access inside the account.
#### 6.2.2 No Competing Service
You may not use the Software, or any non-public feature, documentation, workflow, or output of the Software, to build, train, operate, benchmark for a competing build, or improve a product or service that competes with Platform, App Kit, or any other Nventr product.
You may not share, pool, publish, or reuse your credentials, session tokens, API keys, or other access secrets for the Software. You may not allow any other person to use the Software under your identity. You must keep credentials confidential and notify the Organization promptly if you believe they are lost or misused.
The Software is licensed, not sold. Nventr AI, LLC and its licensors (including Nventr IP, LLC) retain all right, title, and interest in and to the Software, including all copies, modifications, improvements, and derivative works, and all intellectual property rights in them. You acquire only the limited license in Section 5. You acquire no right in Nventr's names, marks, or branding, and no ownership of the Organization's customer data.
The Organization is responsible for its users, including you, and for their compliance with the Terms, the Privacy Policy, and this Agreement. The Organization is responsible for the seats and permissions it assigns and for the instructions it gives you. Your use must be solely for the Organization's internal business. Nventr may treat instructions from the Organization's account administrators as binding on your access, suspension, and the end of your license.
You must accept this Agreement before you use the Software. Acceptance is an affirmative Agree action, not silence and not continued use alone.
You accept this Agreement by scrolling through the document and pressing Agree, before creating an account and again before a self-serve checkout on behalf of an Organization. If you do not Agree, do not create an account, do not complete checkout, and do not use the Software.
Nventr may post a new version of this Agreement. Continued use after a new version is posted is not a substitute for Agree. A new version requires a new acceptance, by scrolling through that version and pressing Agree, before the next checkout. Until you Agree to a new version, the version you last accepted continues to govern your individual license, subject to the Terms then in effect between Nventr and the Organization.
The license is revocable and lasts only while the conditions in Section 5 remain satisfied.
This license begins when you Agree and ends automatically when any of the following occurs: (a) the Organization's account ends; (b) the Organization's Subscription for the applicable Product ends; (c) the Organization or Nventr removes or suspends your access; (d) Nventr revokes the license for your breach of this Agreement or of the Terms; or (e) you cease to be a user of the Organization. Suspension, non-payment, and account termination are governed by the Terms.
When the license ends, you must immediately stop using the Software and destroy or return any local copies, documentation, and credentials in your possession. Rights in the Software do not survive. Sections 6, 7, 11, 12, 13, and 14 survive termination.
THE SOFTWARE IS PROVIDED ONLY AS STATED IN THE TERMS. THIS AGREEMENT DOES NOT CREATE A SEPARATE WARRANTY, SERVICE LEVEL, OR LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVENTR DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET OUT IN THE TERMS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Your remedies, the Organization's remedies, and Nventr's entire liability arising out of or related to the Software or this Agreement are solely those stated in the Terms. This Agreement does not restate, expand, or reduce the limitation of liability, the exclusion of consequential, incidental, special, or lost-profits damages, or the carve-outs in the Terms. If this Section 11 and the Terms conflict, the Terms control.
This Agreement is governed by the laws of the State of Nevada, excluding conflict-of-laws rules. The exclusive venue for any action arising out of or related to this Agreement is the state and federal courts located in Clark County, Nevada. You and Nventr consent to personal jurisdiction in those courts. This Section 12 matches the governing law and venue of the Terms.
Written notice to Nventr AI, LLC under this Agreement must be sent to the principal office at 8550 West Desert Inn Road #102-452, Las Vegas, NV 89117. Privacy and account questions may also be sent through the contact form at https://nventr.io/contact. Nventr may give you notice through the Software, through the contact details on your user record, or through the Organization's administrators.
You may not assign or transfer this Agreement or the license. Any attempted assignment by you is void. Nventr may assign this Agreement to an affiliate or in connection with a merger, reorganization, or sale of assets. If a court holds a provision unenforceable, the remaining provisions remain in effect. A waiver of a breach is not a waiver of any other breach and is effective only if in writing. This Agreement, subject to the Terms, is the entire agreement between you and Nventr about your individual license to the Software. Headings are for convenience only. "Including" means "including without limitation."