Terms of Use

1Eligibility

1.1You must be at least 13 years of age to create an account on the Platform.

1.2Certain features, including but not limited to those requiring integration with your own Shopify account, collection of additional personal data, or (once introduced) payment and subscription functionality (“Data-Sensitive Features”), are available only to users who are 18 years of age or older. We may implement age-verification checks to gate access to Data-Sensitive Features and may deny or restrict access where eligibility cannot be confirmed.

1.3If you are between 13 and 17 years of age, you confirm that you have the permission of your parent or legal guardian to use the Platform, and that they agree to be bound by these Terms on your behalf for such use.

1.4By using the Platform, you represent that you have the legal capacity to enter into a binding agreement (or, where you are a minor as permitted above, that your parent or legal guardian does so on your behalf).

2Account Registration

2.1You may register for an account using your Google or GitHub account (login methods may change or expand over time at our discretion). Your email address is verified using a one-time password (OTP).

2.2You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

2.3You agree to provide accurate, current, and complete information during registration and to keep such information updated.

2.4You must notify us promptly of any unauthorised use of your account or any other breach of security.

3Description of Service

The Platform enables Users to design, build, and configure their own software applications, including applications intended for deployment on the Shopify platform (“Shopify Apps”), using tools and functionality provided by us. The Platform is currently offered free of charge. We may, at our discretion, introduce paid subscription plans in the future, as described in Section 7.

4Your Use of Shopify

4.1To publish, run, or test any Shopify App you build using the Platform, you will need to create and/or use your own account with Shopify, which is subject to Shopify’s own terms of service, acceptable use policies, and fees.

4.2We are not affiliated with Shopify. We are not responsible for Shopify’s platform, policies, availability, pricing, or any charges levied by Shopify. Any issues relating to your Shopify account, or the compliance of your app with Shopify’s requirements, are solely between you and Shopify.

4.3You are solely responsible for ensuring that any application you build and deploy complies with Shopify’s app requirements and guidelines and with applicable law.

5User Content and Intellectual Property

5.1As between you and the Company, you own all right, title, and interest in and to the applications, code, designs, configurations, content, and any other output that you create or generate through your use of the Platform, excluding general functionality, structure and workflows (“User Creations”), including future forms of such output as the Service is modified, expanded, or updated over time.

5.1.aThe Company may analyse, abstract, and reuse the general functionality, structure, workflows, and design patterns to create templates, starter kits, or reference examples made available to other Users of the Platform (“Template Use”). Template Use is limited to the underlying functional design and structure of your User Creation and does not include your specific content, branding, business data, Third-Party Data, credentials, or other proprietary material contained within it, which shall not be reproduced, disclosed, or made available to any other User. The usage of the User Creation as Templates by the Company of your User Creation, shall not restrict your right to continue using, modifying, or commercialising it.

5.1.b“User Content” means the applications, code (including source code), designs, configurations and other content you create, upload, or generate through your use of the Platform, and where applicable, includes any Third-Party Data (as defined in Section 5.8) contained within such content.

5.2Platform IP. The Company retains all right, title, and interest in and to the Platform itself, including its underlying software, source code, architecture, algorithms, templates, tools, design elements, trademarks, logos, and all other intellectual property used to provide the Service (“Platform IP”). Except for the limited licence in Section 5.4, nothing in these Terms transfers any right in the Platform IP to you.

5.3Third-Party and Open-Source Components. Certain elements made available through the Platform may include open-source or third-party licensed components, which remain subject to their own applicable licences notwithstanding Section 5.1.

5.4Licence to You. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform to create your User Creations. This licence includes the right to download, export, and host the source code and other User Content generated through the Platform in your own external repositories, servers, or environments, without restriction, subject to Section 5.3 (Third-Party and Open-Source Components).

5.5Licence to Us. You grant us a limited, non-exclusive, royalty-free licence to host, store, process, transmit, and display your User Content for the purposes of providing, operating, securing, maintaining, and improving the Service. Where your User Content contains Third-Party Data, our licence with respect to such Third-Party Data is limited solely to hosting, storing, processing, and transmitting it as necessary to provide and operate the Service, and does not extend to improving, analysing, or otherwise using such Third-Party Data for any other purpose.

5.6You represent that you have all necessary rights to the User content you upload or create through the Platform, and that it does not infringe the intellectual property or other rights of any third party.

5.7You are responsible for backing up the User Content. You may do so at any time using the self-service export functionality described in Section 20. While we implement reasonable measures to protect your User Content, we do not guarantee that your Content will not be lost or corrupted.

5.8Third-Party Data in User Content. User Content may include personal data, sensitive personal data, or confidential information relating to your own employees, customers, users, or other third parties (“Third-Party Data”). As between you and the Company, you are solely responsible for Third-Party Data contained in your User Content.

5.9Your Representations. You represent and warrant that: (a) you have obtained all consents, permissions, and rights necessary under applicable law to collect, upload, store, and process any Third-Party Data through the Platform; (b) you will process such Third-Party Data in compliance with applicable data protection laws, including the Digital Personal Data Protection Act, 2023; and (c) your collection and use of Third-Party Data through the Platform does not violate the rights of any person.

5.10Roles of the Parties. As between you and the Company, in respect of any Third-Party Data contained in your User Content, you act as the data fiduciary/controller and determine the purposes and means of processing such data. The Company acts solely as a processor and hosting provider, processing such Third-Party Data only to the extent necessary to provide, maintain, and operate the Service, and strictly on your instructions.

5.11No Obligation to Monitor. The Company does not review, verify, monitor, or exercise editorial control over User Content, including any Third-Party Data contained within it, and has no obligation to do so. The Company reserves the right, but not the obligation, to remove or disable access to User Content, and to suspend or terminate accounts, where it becomes aware of a violation of this Section or applicable law.

6Marketing and Consultation

If you submit your details through our contact/consultation page to enquire about our custom app-building services, we collect your name, email, and phone number to respond to your enquiry and provide consultation-related updates, in accordance with the Digital Personal Data Protection Act, 2023.

By submitting the form, you consent to being contacted via email, WhatsApp, and/or SMS for this purpose. You may withdraw this consent at any time by writing to parijat@getnitro.co; withdrawal will not affect processing already carried out.

For the avoidance of doubt, any marketing or promotional communications sent to you under this Section, or any targeting, segmentation, or personalisation of such communications, is based solely on Usage Data (as defined in Section 13) and any information you voluntarily provide through our consultation/contact page. We do not use your User Content, or any Third-Party Data contained therein, for marketing, targeting, or advertising purposes.

7Fees, Subscriptions, and Payment

7.1The Platform is currently provided free of charge.

7.2We reserve the right to introduce paid subscription plans for the Service, or for particular features of it, at any time in the future. If we do so, we will provide advance notice of the applicable fees and payment terms. Your continued use of any paid feature after such notice, or your affirmative sign-up to a paid plan, constitutes acceptance of the applicable fees and any supplementary payment terms in effect at that time.

7.3All fees, once introduced, will be charged in accordance with the subscription plan selected by you and are exclusive of applicable taxes, duties, and levies unless stated otherwise.

8No Refunds

All fees paid to us, once subscription plans are introduced, are non-refundable, except where required by applicable law. This applies regardless of whether you use the Service or cancel your subscription.

9Account Non-Transferability

Your account is personal to you and may not be sold, assigned, transferred, shared, or otherwise made available to any other person or entity, whether for consideration or otherwise, without our prior written consent. Any attempted transfer in violation of this Section shall be void, and we may suspend or terminate the account(s) involved.

9ANon-Solicitation

During your use of the Platform and for a period of twelve (12) months following termination or expiry of your account, you shall not, directly or indirectly, solicit for employment or engagement, hire, or attempt to hire any employee, contractor, or consultant of the Company with whom you had contact or of whom you became aware through your use of the Platform, without the Company’s prior written consent. This restriction shall not apply to (a) general solicitations of employment not specifically directed at the Company’s personnel (including job postings or advertisements not targeted at them), or (b) any individual who responds to such a general solicitation on their own initiative.

10Prohibited Conduct

You agree not to:

• (a)use the Platform for any unlawful purpose or in a manner that violates these Terms;
• (b)reverse-engineer, decompile, or attempt to extract the source code of the Platform IP, except to the extent such restriction is prohibited by applicable law;
• (c)build, deploy, or operate applications that are illegal, fraudulent, malicious, or that infringe the rights of any third party;
• (d)circumvent or attempt to circumvent our age-verification or Data-Sensitive Feature restrictions;
• (e)interfere with, disrupt, or attempt to gain unauthorised access to the Platform or its related systems;
• (f)use the Platform in a manner that violates Shopify’s terms or policies;
• (g)misuse the account registration or OTP verification process, including by impersonating another person;
• (h)Infringe the intellectual property rights of any third party;
• (i)Transmit any harmful code, virus, or malware, or otherwise attempt to compromise, interrupt, destroy, or limit the functionality, security, or integrity of the Platform or any systems connected to it;
• (j)Conduct unauthorised penetration testing, vulnerability scanning, or other security assessments of the Platform without our prior written consent;
• (k)Implement measures to circumvent or defeat usage limits, rate limits, monitoring, or any blocking mechanisms we apply;
• (l)Misuse or place unreasonable load on the Platform’s computational resources or APIs;
• (m)Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity;
• (n)Harvest or collect email addresses or other contact information of other users through the Platform, by electronic or other means, for the purpose of sending unsolicited communications;
• (o)Engage in or use data mining, robots, scraping, or similar automated data gathering or extraction methods in connection with the Platform; and
• (p)Create, host, or distribute login pages, authentication forms, or credential-collection interfaces that impersonate or mimic a third-party service for the purpose of harvesting user credentials, tokens, or authentication data.

11Service Location

The Service is controlled and operated from Gurugram, Haryana, India. We make no representation that the Service is appropriate or available for use in all locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Indian and local laws and regulations, including but not limited to export and import regulations and applicable sanctions or trade control laws. You may not use the Service if you are a resident of a country embargoed by India, or are a person or entity blocked, denied, or restricted under sanctions or restrictive measures notified by the Government of India, the Ministry of External Affairs, or the Reserve Bank of India from time to time. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in India. All personal data collected through the Platform is stored and processed exclusively on servers located within India, in accordance with our Privacy Policy, and is not transferred outside India except as described therein.

12Output

Subject to your compliance with these Terms, you may use the output generated through your use of the Platform (“Output”) for any lawful purpose (except as described below), on a royalty-free basis, provided that you acknowledge and agree that: (i) your use of the Platform and the Output does not transfer to you ownership of any Intellectual Property Rights in the Platform; and (ii) we may, by notice to you at any time, limit your use of the Output or require you to cease using it (and delete any copies of it) if we form the view, in our sole and absolute discretion, that your use of the Output may infringe the rights of any third party.

Except as expressly permitted in these Terms, you must not (and must not permit or assist any third party to) use the Platform, or any content, data, output, or other information received or derived from the Platform, to directly or indirectly create, train, test, or otherwise improve any machine learning algorithm or artificial intelligence system, including but not limited to any architecture, model, or weights.

BECAUSE THE PLATFORM RELIES ON MACHINE LEARNING AND AI-ASSISTED GENERATION, OUTPUT PRODUCED FOR YOU MAY NOT BE UNIQUE, AND THE PLATFORM MAY PRODUCE IDENTICAL OR SUBSTANTIALLY SIMILAR OUTPUT FOR OTHER USERS. OUTPUT, INCLUDING GENERATED CODE, CONFIGURATIONS, OR CONTENT MAY CONTAIN ERRORS, MAY NOT FUNCTION AS INTENDED, AND MAY NOT ACCURATELY REFLECT YOUR STATED REQUIREMENTS. IT IS YOUR RESPONSIBILITY TO INDEPENDENTLY REVIEW, TEST, AND VALIDATE THE ACCURACY, FUNCTIONALITY, AND SECURITY OF ANY OUTPUT BEFORE RELYING ON OR DEPLOYING IT, INCLUDING THROUGH HUMAN REVIEW. YOU ACKNOWLEDGE THAT OUTPUT MAY BE INACCURATE, INCOMPLETE, FABRICATED, OR OTHERWISE UNSUITED TO YOUR INTENDED USE, AND MAY, IN SOME CASES, BE OBJECTIONABLE OR INAPPROPRIATE. THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ALLEGED BY YOU OR ANY THIRD PARTY ARISING FROM, OR RELATING TO, ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED THROUGH THE PLATFORM.

13Usage Data

We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software used in connection with the Platform (collectively, “Usage Data”).

As between you and the Company, the Company shall own all right, title, and interest (including Intellectual Property Rights) in and to any compilations, analyses, and derived or aggregated forms of Usage Data, and, to the extent any such ownership rights vest in you, you hereby assign the same to the Company. Accordingly, we may use, maintain, and/or process Usage Data, or any portion thereof, for any lawful purpose, including, without limitation: (a) to provide and maintain the Platform; (b) to improve our products and services (including the Platform), and to develop new products, services, and/or features; (c) to monitor your usage of the Platform; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form.

For the avoidance of doubt, in accordance with Section 6, we do not use Usage Data to target, segment, or personalise marketing or advertising communications beyond what is expressly described in that Section. Where any Usage Data constitutes personal data under the Digital Personal Data Protection Act, 2023, this Section does not affect your rights as a data principal under applicable law, and our collection, use, and processing of such personal data shall additionally be governed by our Privacy Policy.

The Platform may contain technological measures designed to prevent unauthorised or illegal use of the Platform. You understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including Intellectual Property Rights, in and to the Platform.

14Company Property

The Platform contains data, information, and other content not owned by you, including but not limited to tokens or other usage allowances made available to you for consumption of Platform features (“Company Property”). For the avoidance of doubt, Company Property does not include User Content (as defined in Section 5), which remain governed by those respective sections.

You understand and agree that, regardless of the terminology used, tokens represent a limited licence right governed solely by these Terms and made available for use at the Company’s sole discretion. Tokens are not redeemable for any sum of money or monetary value from the Company at any time, are non-transferable, and hold no value outside their use on the Platform.

You acknowledge that you do not own your token balance or usage allowance, nor do you possess any rights of access to, or rights in, data representing or recording your Company Property stored by or on behalf of the Company on Company servers. You agree that the Company has the absolute right to manage, regulate, adjust, expire, or eliminate tokens or usage allowances as it sees fit, in its sole discretion, including in connection with changes to pricing, plans, or features and that the Company will have no liability to you arising from its exercise of such right, save where required by applicable law.

15Third-Party Services

The Platform integrates with, or allows you to connect to, third-party services including Google, GitHub, and Shopify. Your use of such services is governed by their respective terms and policies. We do not control, and are not responsible for, the availability, content, security, or practices of any third-party service. We encourage you to read their respective policies.

16Disclaimers

16.1THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

16.2We do not warrant that any application built using the Platform will be approved by, or will successfully operate on, Shopify or any other third-party platform.

16.3We do not review, verify, or endorse User Content, and disclaim all liability for its content, accuracy, or legality, including any Third-Party Data contained within it.

17Limitation of Liability

17.1Free Usage. For so long as the Service is offered to you free of charge, and to the maximum extent permitted by applicable law, the Company’s total aggregate liability arising out of or relating to your use of the Service shall not exceed INR 1,000 (Indian Rupees One Thousand), and the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, business, or goodwill.

17.2Paid Usage. If and when paid subscription plans are introduced, the Company’s total aggregate liability arising out of or relating to your use of the Service under a paid subscription shall not exceed the total subscription fees actually paid by you to the Company in the twelve (12) months immediately preceding the event giving rise to the claim, and in no event shall the Company be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, data, business, or goodwill.

17.3The limitations in this Section shall not apply to liability that cannot be excluded or limited under applicable law, including liability arising from gross negligence, wilful misconduct, or fraud.

18Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use of the Platform; (b) your User Creations or any application you build, deploy, or operate using the Platform; (c) your violation of these Terms or applicable law; (d) your violation of any third-party right, including Shopify’s terms; or (e) any Third-Party Data contained in your User Content, including any claim brought by a third party whose personal data or confidential information was processed through the Platform by you.

19Termination

19.1You may stop using the Platform and request deletion of your account at any time.

19.2We may suspend or terminate your access to the Platform, with or without notice, if we reasonably believe you have violated these Terms, engaged in fraudulent or unlawful conduct, or for any other reason at our discretion, including discontinuation of the Service in whole or in part.

19.3Effect of Termination: Your license to use our Services will end. You must cease all use of our Services. You will lose access to your account and User Content stored on our servers. The Company will delete your Content within 90 days after termination (unless legally required to retain it). You will not receive a refund for any prepaid fees.

19.4Sections relating to Intellectual Property, No Refunds, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and any other provision which by its nature should survive termination, shall survive.

20Data Backup, Export, and Transfer

20.1Self-Service Backup and Download. You may, at any time, download and export your User Content, including the underlying source code, directly through the Platform’s available download functionality, for backup purposes or any other purpose of your choosing.

20.2Transfer. You may transfer, migrate, or otherwise use your downloaded User Content and/or source code on any third-party platform or self managed repository, or service of your choosing, at any time and without the restriction of the Company.

20.3Account Deletion. If you wish to close your account and request deletion of your User Content and personal data from our servers, you may submit a request to us at legal@getnitro.co. Upon verification of your identity and account ownership, we shall, within thirty (30) days of receiving such request, delete the corresponding data from our servers, save where we are required to retain it under applicable law, for legitimate business, security, or compliance purposes, or as otherwise permitted under these Terms.

This Section does not apply to Usage Data, Company Property, User Creations or Platform IP, which shall continue to be governed by Sections 13, 14, and 5.2 respectively, and shall not be affected by any request made under this Section.

21Governing Law and Dispute Resolution

21.1These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of laws principles.

21.2Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation between the parties.

21.3If such dispute is not resolved through negotiation within thirty (30) days of one party notifying the other in writing of the dispute, it shall be referred to and finally resolved by arbitration administered by the Delhi International Arbitration Centre, conducted by a sole arbitrator mutually appointed by the parties, in accordance with the applicable rules of the Delhi International Arbitration Centre then in force. The seat and venue of arbitration shall be Delhi, India, and the language of arbitration shall be English. The arbitral award shall be final and binding on the parties.

21.4Subject to the foregoing, the courts at Delhi, India alone shall have exclusive jurisdiction over any matters not subject to, or arising from, the arbitration referred to above, including applications for injunctive or other interim relief.

22Modification or Discontinuation of the Platform

We are continually working to improve the Platform, and its features and functionality may change over time. We reserve the right, at our sole discretion, to modify, suspend, or discontinue the Platform, or any part, feature, or functionality of it, at any time, with or without notice, including by imposing limits on certain features or restricting access to parts or all of the Platform.

Where a change is likely to have a material adverse effect on your use of the Platform, we will make reasonable efforts to provide advance notice, though this may not always be practicable, including in cases involving security, legal, or operational necessity. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.

23Changes to these Terms

We may modify these Terms from time to time to reflect changes to the Service or for other operational, legal, or regulatory reasons. We will post the updated Terms with a revised “Last Updated” date. Your continued use of the Platform after such changes take effect constitutes your acceptance of the revised Terms.

24Miscellaneous

24.1Entire Agreement. These Terms, together with our Privacy Policy and any supplementary terms applicable to paid plans, constitute the entire agreement between you and the Company regarding the Service, and supersede any prior agreements.

24.2Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

24.3No Waiver. Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

24.4Assignment. You may not assign or transfer these Terms or your account (see Section 9); we may assign these Terms, in whole or in part, in connection with a merger, acquisition, restructuring, or sale of assets.

24.5Notices. We may provide notices to you via email, through the Platform, or by posting on our website.

24.6Relationship of Parties. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and the Company.

25Contact Us

For any questions about these Terms, please contact us at team@getnitro.co or legal@getnitro.co, or via mail at: