…
← Back to NiyoGen

Terms of Service

Last updated: 2026-06-11 (revision 3 — Singapore counsel review fixes)

Before you start: the Service is in Beta. Features may change, break, or be discontinued at any time. AI-generated content may contain errors. You use the Service at your own risk. Section 8 (AI Service), Section 14 (Disclaimers), and Section 15 (Limitation of Liability) are particularly important.

1. Parties and acceptance

These Terms of Service (the “Terms”) form a binding legal agreement between you and NiyoGen Pte. Ltd., a private company limited by shares incorporated in Singapore under Unique Entity Number 202541486C, with its registered office at 160 Robinson Road, #14-04 Singapore Business Federation Center, Singapore 068914 (“NiyoGen”, “we”, “us”, “our”).

They govern your access to and use of the website app.niyogen.com, all sub-domains, the AI app-generation engine, the hosted runtime, the developer interfaces, the documentation, and any related services (together, the “Service”).

By (a) clicking “I agree” or any equivalent acceptance control; (b) creating an account; (c) accessing the Service; or (d) generating any content through the Service, you confirm that you have read, understood, and agree to be bound by these Terms, the Privacy Policy, and any plan-specific terms presented at checkout. If you do not agree, do not use the Service.

Electronic acceptance. You agree that your electronic acceptance constitutes an enforceable signature under the Singapore Electronic Transactions Act, the US E-SIGN Act, eIDAS (EU/UK), and equivalent laws.

2. Definitions

In these Terms, the following capitalised terms have the meanings set out below:

  • “Acceptable Use Policy” means the rules in Section 10.
  • “Account” means the user account you register on the Service.
  • “Affiliate” means any entity that controls, is controlled by, or is under common control with NiyoGen.
  • “Applicable Law” means any statute, regulation, treaty, or judicial order in force in Singapore or in any other jurisdiction in which we operate or to which your use of the Service is subject.
  • “End-User” means any person who accesses or uses an app you publish through the Service.
  • “Generated Content” means schemas, code, layouts, copy, images, and other outputs produced by the Service in response to your prompts.
  • “Service Output” includes Generated Content and any other response from the Service.
  • “Sub-processor” means a third party we engage to support the Service (see Section 11).
  • “User” or “you” means the natural person or legal entity that holds the Account.
  • “Your Content” means prompts, instructions, configuration, files, and other material you submit to the Service.

3. Beta status; provision “as is”

The Service is provided in a beta state. It may contain bugs, errors, or security vulnerabilities; may be unstable; may be modified, suspended, or discontinued at any time without notice; and may produce inaccurate, incomplete, misleading, biased, infringing, or harmful Service Output. You acknowledge that you use the Service at your sole risk.

Subject only to the mandatory-rights carve-out in Section 15(d), the Service is provided “AS IS” and “AS AVAILABLE”without warranty of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness, uninterrupted availability, security, freedom from harmful code, or quiet enjoyment.

We do not warrant that any Service Output will meet your requirements, achieve any specific result, be free from infringing or harmful content, comply with any law applicable to your use, or be reproducible.

4. Your Account

(a) Eligibility. You must be at least 13 years old, or the minimum age of digital consent in your country (whichever is higher), to create an Account. If you create an Account on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” in these Terms refers to both you personally and the organisation jointly and severally.

(b) Account security. You are responsible for (i) maintaining the confidentiality of your credentials, (ii) all activity under your Account, and (iii) promptly notifying us of any unauthorised access at api@niyogen.com. You may not share, sell, or transfer your Account.

(c) Identity verification. We may at any time require you to verify your identity, payment method, or business registration, including by providing government-issued identification or other documentation, in order to comply with Applicable Law (including anti-money-laundering and counter-terrorism-financing law) or for fraud prevention.

(d) Underage accounts; retroactive termination. If we determine, at any time, that an Account was opened by or on behalf of a person below the eligibility age in Section 4(a), we will terminate that Account, hard-delete the personal data associated with it (subject to retention required by Applicable Law), and make commercially reasonable efforts to refund any unused prepaid fees to the legal guardian.

5. Free, paid, and trial plans

(a) Plans. We may offer free, trial, and paid plans with different feature, usage, and consumption caps. Plan terms (price, billing cadence, cap reset window, included features) are presented at checkout. Free and trial plans may be modified or discontinued at any time without notice.

(b) Billing. Paid plans are billed in advance through our payment provider (currently Stripe). Stripe processes your payment-card data as a separate data controller under its own privacy policy and terms; NiyoGen does not see, store, or process full payment-card numbers. All fees are stated in the currency shown at checkout and are inclusive of applicable taxes only where so stated. You authorise us to charge the payment method on file for all amounts due. Failure to pay may result in suspension or termination under Section 18.

(c) Automatic renewal. Paid plans renew automatically at the end of each billing cycle for a successive cycle of the same length unless you cancel before the renewal date through Account settings. We will disclose the renewal terms at checkout and send a renewal reminder at least 7 days in advance.

(d) Refunds — general. Except as set out in Sections 5(e) and 18(c), fees are non-refundable.

(e) EU / EEA / UK consumer cooling-off. If you are a consumer ordinarily resident in the EU, EEA, or UK, you have a statutory right under the EU Consumer Rights Directive (Article 9) and the UK Consumer Contracts Regulations 2013 to withdraw from a purchase within 14 days of the contract date and obtain a full refund. By starting to use the paid features before the 14 days expires, you expressly request that supply begin immediately and acknowledge that, once supply is complete, your right of withdrawal is lost. Until the Service has been fully supplied for a given billing period, you may withdraw by emailing api@niyogen.com and we will issue a pro-rata refund for the unused portion.

(f) Usage caps and circuit-breakers. We may impose, change, or enforce per-user, per-Account, or per-IP caps on compute, generation, storage, or bandwidth at any time, to protect the Service and other users. Exceeding a cap may block further requests until the next reset window.

(g) Subscription price changes. We may modify subscription prices at our discretion. For monthly subscriptions, a price change takes effect at the next billing cycle following at least 30 days' advance notice sent to the email address on your account. For prepaid annual subscriptions (when offered), the price you paid is locked for the entirety of the prepaid term; any change applies only at renewal, again with at least 30 days' advance notice. You may cancel at any time before a price change takes effect through Account settings; cancellation is effective at the end of your current paid period and you will not be charged the new price. Continued use of the Service after the effective date of a price change constitutes acceptance of the new price.

6. Your Content and the licence you grant us

(a) Ownership. You retain all right, title, and interest in Your Content. As between you and NiyoGen, you have whatever rights are available under Applicable Law (including the Singapore Copyright Act 2021) in the Generated Content arising from your prompts and creative input, subject to (i) Section 8(a) (no uniqueness) and (ii) our pre-existing rights in the Service. NiyoGen does not assert ownership of Generated Content; we make no representation about whether copyright or other proprietary rights subsist in any Generated Content, and you are responsible for clearing any rights necessary for your intended use.

(b) Limited operational licence to NiyoGen. You grant NiyoGen a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, render, display, and process Your Content and Generated Content for the sole and limited purpose of operating and providing the Service to you, including serving any URLs you publish. This licence is sub-licensable only to our Sub-processors and only to the extent strictly necessary for them to perform their role in providing the Service. The licence terminates automatically when you delete the relevant content or close your Account, except to the extent necessary for us to comply with mandatory legal-retention obligations or to wind down published apps.

(c) No model-training use. We do not use Your Content, Generated Content, or prompts to train, fine-tune, evaluate, or develop any artificial-intelligence model unless you separately opt in to such use in writing. This restriction extends to our Sub-processors under our contracts with them.

(d) Your warranty. You represent and warrant that (i) you have all rights, licences, and consents necessary to submit Your Content to the Service; (ii) Your Content and its use through the Service do not and will not infringe or misappropriate any third party’s intellectual-property, privacy, publicity, or other rights, or violate any Applicable Law; and (iii) you have the right to grant the licence in Section 6(b).

(e) Your responsibility. You are solely responsible for Your Content, for any apps you build using the Service, for verifying the accuracy and legality of Service Output before relying on, publishing, sharing, or selling it, and for compliance with any law applicable to those apps and their End-Users.

7. Our intellectual property and restrictions on you

(a) Service IP. The Service — including the runtime, schema format, validators, classifiers, prompting systems, plug-ins, brand, design, documentation, and underlying source and object code — is owned by NiyoGen and its licensors and is protected by intellectual-property law. These Terms grant you a limited, revocable, non-exclusive, non-transferable, non-sub-licensable licence to access and use the Service in accordance with these Terms. No other right or interest is transferred to you.

(b) Restrictions. You may not, and may not permit any third party to:

  • reverse-engineer, decompile, disassemble, or attempt to derive the source code, training data, or trade secrets of the Service;
  • use Service Output to train, develop, evaluate, fine-tune, benchmark, or improve any artificial-intelligence model, dataset, or service that is a Competing Service (non-competing internal use of Generated Content in your own apps is permitted). For this purpose, “Competing Service” means an artificial-intelligence service that generates web applications, schemas, or user-interface code from natural-language prompts and is offered commercially to third parties;
  • access the Service via any automated means, including bots, scrapers, headless browsers, or scripts, beyond posted rate limits or in a manner that imposes an unreasonable load;
  • circumvent or attempt to circumvent any security, authentication, rate-limiting, billing, or content-moderation mechanism;
  • benchmark the Service for the purpose of building a Competing Service (as defined above);
  • remove, obscure, or alter any proprietary notice in the Service or Service Output;
  • use the Service to develop or train any other artificial-intelligence model;
  • publicly disclose any non-public performance, benchmarking, or vulnerability information about the Service without our prior written consent, except that you may publicly disclose security vulnerabilities in accordance with our published responsible-disclosure policy or, in the absence of such a policy, after giving us at least 90 days’ advance written notice to api@niyogen.com.

(c) Feedback. If you send us feedback, suggestions, or ideas about the Service, you grant us an irrevocable, worldwide, royalty-free, sub-licensable licence to use them for any purpose without obligation to you.

(d) Open-source components. The Service includes open-source software. Such software is licensed under its applicable open-source licence terms, which control over these Terms only to the extent of any conflict. A list of open-source components and their licences is available on request to api@niyogen.com.

8. AI Service: output, accuracy, prohibited uses

(a) No uniqueness guarantee. The Service uses generative artificial intelligence. Because multiple users may submit similar prompts, Generated Content for similar prompts may resemble, in whole or in part, Generated Content provided to other users. We make no representation that Generated Content is unique to you, and we do not defend you against claims by other users that their Generated Content resembles yours.

(b) No accuracy guarantee. Generated Content may be inaccurate, incomplete, biased, offensive, infringing, unsafe, or insecure. The Service may “hallucinate” — that is, produce content that sounds authoritative but is factually wrong. You must independently verify Generated Content before relying on, publishing, sharing, or selling it.

(c) No professional advice. Generated Content is not, and you must not represent it to End-Users as, legal, medical, financial, tax, mental-health, engineering, accounting, or other regulated professional advice. If you build an app that offers content in any regulated domain, you alone are responsible for compliance with all Applicable Law (including without limitation healthcare, financial-services, legal-practice, education, and child-protection law) in every jurisdiction where your app is accessible.

(d) No high-risk use. You may not use the Service or Generated Content in connection with safety-critical applications, including without limitation: life-support systems, medical diagnosis or treatment, autonomous vehicles, nuclear or chemical facilities, weapons systems, real-time emergency response, critical infrastructure, or any other context where failure or inaccuracy could lead to death, personal injury, or severe property or environmental damage. For the avoidance of doubt, “critical infrastructure” includes any system designated as Critical Information Infrastructure under section 7 of the Singapore Cybersecurity Act 2018.

9. Service availability; no service-level guarantee

We do our reasonable best to keep the Service available but do not guarantee any specific uptime, that a feature will continue to exist, or that defects will be fixed in any timeframe. No service-level credits or remedies are offered. If we publish a public status page, the URL will be available from our footer.

10. Acceptable Use Policy

You agree not to use the Service, and not to use Generated Content, to:

  • impersonate any person, brand, business, or government, or misrepresent your affiliation;
  • build apps that harvest credentials, conduct phishing, distribute malware, or facilitate fraud, scams, or unauthorised account access;
  • harass, threaten, defame, stalk, dox, or invade the privacy of any person;
  • generate, host, or distribute content that is unlawful, hateful, harassing, sexually explicit involving minors, designed to incite violence, or that promotes discrimination on the basis of race, religion, gender, sexual orientation, disability, or any protected characteristic;
  • generate or host content that infringes any third party’s copyright, trademark, trade secret, publicity, or other proprietary right;
  • process personal data of minors in violation of COPPA, Singapore PDPA, GDPR, the UK Children’s Code, or any equivalent law;
  • build apps providing regulated services (lending, gambling, securities trading, insurance, healthcare delivery, narcotics, firearms, alcohol delivery to minors) without all required licences in every jurisdiction where the app is accessible;
  • generate election misinformation, deepfakes of real people without their consent, or content designed to manipulate democratic processes;
  • use the Service to develop, train, or evaluate any product that competes with the Service;
  • circumvent rate limits, scrape the Service at industrial scale, or attempt to access another user’s Account, content, or data;
  • interfere with or disrupt the Service or attempt to gain unauthorised access to any account, system, or network;
  • violate any sanctions or export-control law referenced in Section 12.

(b) Enforcement and right to monitor. We may but are not obliged to monitor or moderate Generated Content. We may, at our discretion, with or without notice, remove or disable any Generated Content, suspend or terminate your Account, withhold any refund where the suspension or termination is for a material breach, and report you to law-enforcement authorities for any actual or suspected breach of this Section 10. Where the breach is non-malicious and curable, we will use reasonable efforts to give notice and a cure period.

(c) Statutory directions and content-removal obligations. We will comply with directions issued under, and any obligations arising from, the Online Criminal Harms Act 2023 (Singapore), the Broadcasting Act 1994 (Singapore), the Protection from Online Falsehoods and Manipulation Act 2019 (Singapore), the EU Digital Services Act, the UK Online Safety Act 2023, and any equivalent Applicable Law, including by removing, restricting, or disabling access to content and by sharing user information with authorities where lawfully required.

11. Sub-processors; you as controller for End-User data

(a) Our Sub-processors. We engage the following categories of Sub-processor: (i) cloud-infrastructure providers; (ii) AI-model providers; (iii) email-delivery providers; (iv) error-monitoring and analytics providers; and (v) certificate authorities. Payment processors (currently Stripe) act as separate data controllers in their own right, not as our Sub-processors, and process payment-card data on their own terms. Current Sub-processors and payment processors are listed in the Privacy Policy. We may add or replace a Sub-processor by updating the Privacy Policy; we will use Sub-processors of a comparable standard of protection only (Singapore PDPA 2012 s.26).

(b) You are controller for End-User data. When an End-User of an app you publish submits data to that app (for example, by filling out a form), you are the data controller (or, under the Singapore Personal Data Protection Act 2012, the “organisation”) in respect of that End-User data, and NiyoGen acts as your data processor (or, under the Singapore PDPA, your “data intermediary”) for the limited purpose of operating the Service. The same allocation applies under EU GDPR, UK GDPR, and equivalent laws. You are solely responsible for:

  • providing the End-User with all required notices and a lawful basis for processing;
  • obtaining any necessary consents;
  • responding to End-User data-subject requests within the time required by Applicable Law;
  • compliance with breach-notification obligations affecting your app’s End-Users.

(c) Standard DPA available on request. Enterprise customers who require a written Data Processing Agreement under GDPR Article 28, UK GDPR equivalent, or Singapore PDPA s.4(2) may request our standard DPA at api@niyogen.com. Until executed, our processing of End-User data is governed by these Terms and the Privacy Policy.

12. Sanctions, export controls, anti-bribery

(a) Sanctions and export controls. You represent and warrant that you are not located in, ordinarily resident in, or a national of any country or region subject to comprehensive sanctions under United States, European Union, United Kingdom, Singapore, or United Nations law, and that you are not listed on any sanctions, denied-party, or restricted-party list published by any of those authorities (including OFAC’s SDN list and the EU consolidated financial-sanctions list). You agree not to use the Service to develop, host, or distribute content that violates applicable export-control law. We may suspend your Account and decline to provide the Service if we determine, at our sole discretion, that providing the Service to you would risk violating any sanction or export-control law.

(b) Anti-bribery and anti-corruption. You will not, in connection with the Service or these Terms, make, offer, promise, or authorise any payment or other thing of value to a public official, political party, or person under any circumstance prohibited by the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, the Singapore Prevention of Corruption Act 1960, or any equivalent law in your jurisdiction.

13. Intellectual-property infringement: notice and takedown

We respect intellectual-property rights and expect users to do the same. If you believe content hosted through the Service infringes your copyright, trademark, or other right, send a written notice to api@niyogen.com with subject line “IP Notice” that includes:

  • your physical or electronic signature;
  • identification of the work you claim is infringed (or, for a representative sample, identification of the works);
  • identification of the allegedly infringing material and its URL;
  • your contact information (name, postal address, telephone, email);
  • a statement that you have a good-faith belief that the use is not authorised by the rights-holder, its agent, or the law;
  • a sworn certification that the information in your notice is accurate and that you are authorised to act on behalf of the rights-holder. The required form of certification is:
    • United States: a statement made under penalty of perjury (17 U.S.C. § 512(c)(3));
    • Singapore: a statutory declaration under the Oaths and Declarations Act 2000;
    • United Kingdom: a statement of truth under CPR Part 22;
    • EU member states: the equivalent sworn declaration under your local law;
    • Other jurisdictions: the equivalent legally binding certification available to you.

We may, at our discretion, remove or disable access to the allegedly infringing material without notice. We may forward the notice (including your contact information) to the alleged infringer. Knowingly submitting a false notice may result in legal liability under Applicable Law, including 17 U.S.C. § 512(f) and equivalents. Repeat infringers may have their Accounts terminated.

Counter-notices may be sent to the same address and must contain the equivalent elements required under your local copyright safe- harbour regime (Singapore Copyright Act 2021, Part 6 Division 4 (sections 252–256); US DMCA 17 U.S.C. § 512(g); EU Digital Services Act Article 16 equivalents).

14. Disclaimer of warranties

Subject only to Section 15(d), the disclaimers in Section 3 apply with full force. To the maximum extent permitted by Applicable Law: (a) the Service is provided “as is” and “as available”; (b) we disclaim all warranties, conditions, terms, and representations of any kind, whether express, implied, statutory, or otherwise; and (c) we make no commitment as to the accuracy, reliability, completeness, safety, security, non-infringement, timeliness, or fitness for any purpose of the Service or any Service Output.

15. Limitation of liability

(a) No indirect or consequential damages. To the maximum extent permitted by Applicable Law, neither NiyoGen, its Affiliates, nor any of their directors, officers, employees, contractors, agents, or licensors will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunity, anticipated savings, goodwill, data, content, or reputation, in each case whether incurred directly or indirectly, whether or not foreseeable, and whether or not we were advised of the possibility of such damages.

(b) Cap on direct damages. Our aggregate liability arising out of or in connection with these Terms or the Service, regardless of the cause of action (whether in contract, tort, statute, or otherwise), is limited to the greater of (i) USD 100 (or its equivalent in Singapore Dollars at the prevailing exchange rate on the date the claim is made), or (ii) the fees you actually paid us for the Service in the three (3) months immediately preceding the event giving rise to the claim. The USD 100 / SGD-equivalent floor applies to free-tier and trial users.

(c) Allocation of risk. You acknowledge that the limitations in this Section 15 are a fundamental basis of the bargain between you and NiyoGen, that we would not provide the Service to you without them, and that they apply even if any limited remedy fails of its essential purpose.

(d) Mandatory consumer rights preserved. Nothing in these Terms excludes or limits our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot lawfully be excluded or limited under your local consumer-protection law, including without limitation: the Singapore Consumer Protection (Fair Trading) Act 2003, the Singapore Unfair Contract Terms Act 1977, and the Singapore Sale of Goods Act 1979 (Singapore consumers); the EU Consumer Rights Directive (2011/83/EU) and EU Consumer Sales Directive (2019/771) (EU/EEA consumers); the UK Consumer Rights Act 2015 (UK consumers); and the Sri Lanka Consumer Affairs Authority Act No. 9 of 2003 (Sri Lanka consumers).

16. Indemnification by you

You agree to defend, indemnify, and hold harmless NiyoGen, its Affiliates, and each of their directors, officers, employees, contractors, agents, and licensors from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

  • Your Content, including any allegation that it infringes or misappropriates a third party’s rights;
  • any app you build, publish, or distribute through the Service, and any claim by an End-User about that app;
  • your breach of these Terms (including the Acceptable Use Policy);
  • your violation of Applicable Law or any third-party right;
  • your use of Generated Content in any manner not expressly authorised by these Terms.

We will notify you of any claim subject to this indemnity and may allow you to control the defence at your expense, provided we may participate at our own cost. You may not settle any claim that affects our rights, obligations, or reputation without our prior written consent (not to be unreasonably withheld).

17. Force majeure

Neither party will be liable for delay or failure to perform any obligation (other than payment) caused by circumstances beyond its reasonable control, including without limitation: acts of God; war, terrorism, insurrection, civil unrest, or armed conflict; government action, embargo, sanctions, or regulatory intervention; pandemic, epidemic, or quarantine; fire, flood, earthquake, or other natural disaster; general failure of public utilities, the internet, or telecommunications networks; cyber-attack, distributed denial-of-service attack, ransomware, or other malicious act; outage, suspension, termination, or material change in service of an infrastructure or third-party provider on which the Service depends, including without limitation cloud-hosting providers, AI-model providers, payment processors, email-delivery gateways, and certificate authorities;or labour disputes affecting any of the above. The affected party will give prompt notice, use reasonable efforts to resume performance, and use commercially reasonable alternative means where available. Force majeure lasting more than 60 consecutive days entitles either party to terminate these Terms by written notice without liability.

18. Modifications, suspension, and termination

(a) Modifications to the Service. We may, at any time and in our sole discretion, modify, suspend, discontinue, or remove any feature of the Service, in whole or in part, with or without notice. We are not liable to you or to any third party for any such modification, suspension, or discontinuation, except where mandatory consumer-protection law requires otherwise.

(b) Termination by you. You may delete your Account at any time from Account settings. Deletion is irreversible and hard-deletes your apps, schemas, form submissions, and personal data, subject to retention required by Applicable Law.

(c) Termination by us. We may suspend or terminate your Account, with or without notice, if (i) you breach these Terms, (ii) we determine in good faith that your use poses a security, legal, or reputational risk, (iii) we are required to do so by law or by a regulator, or (iv) we discontinue the Service. We will use reasonable efforts to give notice and a cure period where practicable. Where we terminate without cause (including because we discontinue the Service in your region), and you are on a paid plan, we will refund any prepaid fees for the unused portion of your then- current billing cycle on a pro-rata basis. Where we terminate for your material breach, no refund is due.

19. Survival

The following Sections survive expiry or termination of these Terms or your Account, in each case in accordance with their terms and to the extent necessary to give them effect: Section 2 (Definitions, for interpretation); Section 6(b) (the operational licence, only to the extent necessary to serve already-published content during a reasonable wind-down period); Section 6(c) (no-training restriction); Section 6(d) (your warranty); Section 7 (our IP and restrictions on you); Section 8 (AI disclaimers); Section 10 (Acceptable Use Policy, for events occurring before termination); Section 11(b) (you as controller for End-User data); Section 12 (sanctions and anti-bribery); Section 13 (IP infringement notices for accrued claims); Section 14 (warranty disclaimer); Section 15 (limitation of liability); Section 16 (indemnification); Section 20 (governing law); Section 21 (dispute resolution); Section 22 (limitation period); Section 25 (general).

20. Governing law and jurisdiction

These Terms are governed by the laws of Singapore, without regard to its conflict-of-laws principles. Subject to Sections 20 and 21 (carve-outs for consumers and US users), the courts of Singapore have exclusivejurisdiction over any dispute arising out of or relating to these Terms or the Service.

EU/EEA and UK consumers. If you are a consumer ordinarily resident in the EU/EEA or the UK, (a) you may bring proceedings in the courts of your country of residence, and (b) the mandatory consumer-protection law of your country of residence applies to the extent it grants you rights that cannot be excluded by contract.

Sri Lanka consumers. The Sri Lanka Consumer Affairs Authority Act preserves rights that cannot be excluded by contract.

21. Dispute resolution; informal resolution; US arbitration and class-action waiver

(a) Informal resolution first. Before commencing any proceeding, you agree to send written notice of the dispute to api@niyogen.com with a description of the claim and the relief sought, and to negotiate in good faith for at least 30 days. This cooling-off period does not bar either party from seeking immediate injunctive or equitable relief in court to protect intellectual-property, confidentiality, or security interests.

(b) US users: mandatory binding arbitration. If you are a resident of the United States, you and NiyoGen agree that any dispute that cannot be resolved informally will be resolved by binding individual arbitration under the Consumer Arbitration Rules of the American Arbitration Association (AAA). The seat of arbitration is Wilmington, Delaware. Either party may appear remotely. The arbitrator’s decision is final. Judgment on the award may be entered in any court of competent jurisdiction. This Section 21(b) is governed by the US Federal Arbitration Act.

(c) US users: class-action and jury-trial waiver. You and NiyoGen each agree that any dispute will be resolved only on an individual basis and not as a class, consolidated, or representative action. You and NiyoGen each waive any right to a jury trial. If a court finds the class-action waiver unenforceable, the arbitration agreement in Section 21(b) is also void for that dispute, and the dispute will be resolved in the courts identified in Section 20. The remainder of these Terms remains in effect.

(d) Opt-out. If you do not wish to be bound by the US arbitration agreement in Section 21(b), you may opt out by sending a written notice to api@niyogen.com within 30 days of first accepting these Terms. Opting out has no other effect on your use of the Service.

22. Limitation period

You must commence any claim against NiyoGen within one (1) yearof the event giving rise to the claim. Claims commenced after that period are permanently barred, except where applicable consumer-protection law gives a longer non-excludable period, in which case that period applies.

23. Privacy

Our collection and use of personal data is described in the Privacy Policy, which is incorporated into these Terms by reference. By using the Service you agree to the processing described there.

24. Notices and changes to these Terms

(a) Notices to you. We may give notice by email to the address associated with your Account, by in-Service notice, or by posting an updated version of these Terms with a new “Last updated” date. Notice is effective when sent (email/in-Service) or posted (Terms update).

(b) Notices to us. Send notices to api@niyogen.com. Notice is effective on the next business day after we receive it.

(c) Changes — general. We may modify these Terms at any time by posting an updated version. Non-material changes take effect on posting. Material changes take effect 30 days after we post (or such earlier date as required by law), and we will email account holders before the effective date.

(d) Changes — EU/EEA/UK consumers. If you are a consumer ordinarily resident in the EU, EEA, or UK, a material adversechange to these Terms or the Privacy Policy will not apply to you until you give explicit consent through a notice-and-confirm flow we provide. Without your consent the previous terms continue to apply, but we may discontinue your access to the Service at the end of your then-current billing cycle.

(e) Acceptance by use (non-EU). Outside the EU/EEA/UK, your continued use of the Service after the effective date of a change constitutes acceptance of the updated Terms. If you do not accept, your only remedy is to stop using the Service and delete your Account before the effective date.

25. General

(a) Entire agreement. These Terms, together with the Privacy Policy and any plan-specific terms presented at checkout, constitute the entire agreement between you and NiyoGen and supersede all prior agreements, communications, and proposals concerning their subject matter.

(b) Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be modified to the minimum extent necessary to render it enforceable while preserving its original intent.

(c) No waiver. Our failure to enforce any right or provision is not a waiver. A waiver is effective only if in writing and signed by an authorised representative of NiyoGen.

(d) No assignment by you; our assignment rights. You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms to an Affiliate or in connection with a merger, sale of assets, financing, or change of control. For any assignment that includes the transfer of personal data, we will comply with the notice and consent obligations under section 24 of the Singapore Personal Data Protection Act 2012 and equivalent provisions of EU GDPR (Article 13/14) and UK GDPR, including by providing prior notice to affected users.

(e) No third-party beneficiaries. Except as expressly provided in Section 25(f), these Terms create no rights enforceable by any person other than you and NiyoGen, including without limitation any End-User of an app you build through the Service. The Singapore Contracts (Rights of Third Parties) Act 2001 is hereby expressly excluded from these Terms (except in respect of the Affiliates and other beneficiaries identified in Section 25(f)).

(f) Affiliates may enforce. Each of our Affiliates and each of their and our respective directors, officers, employees, contractors, agents, and licensors is a third-party beneficiary of Sections 14, 15, and 16 and may enforce them directly.

(g) Relationship. You and NiyoGen are independent contractors. These Terms do not create a partnership, agency, joint venture, or employment relationship.

(h) Headings. Section headings are for convenience only and do not affect interpretation.

(i) Counterparts and electronic execution. Any document executed in connection with these Terms may be executed in counterparts and delivered electronically, each of which is an original.

(j) Recovery of legal costs. If either party brings a successful action to enforce these Terms (other than a US arbitration governed by Section 21), the prevailing party is entitled to recover its reasonable legal costs from the other, except where Applicable Law forbids such recovery from consumers.

(k) Language. The authoritative version of these Terms is in English. Any translation is provided for convenience and does not control.

26. Contact

Legal and general: api@niyogen.com
IP-infringement claims: api@niyogen.com (subject line: “IP Notice”)
DPA requests (enterprise): api@niyogen.com (subject line: “DPA Request”)
US arbitration opt-out (within 30 days of acceptance): api@niyogen.com (subject line: “Arbitration Opt-Out”)