Terms and Conditions

Nuvolaris Inc. — Nuvolaris Enterprise & Trustant Terms and Conditions

Publication date: [●] 2026
Last updated: [●] 2026

These Terms and Conditions (the “Terms”) govern the access to and use of Nuvolaris Enterprise, Trustant, and related software, services and components provided by Nuvolaris Inc., a Delaware corporation with registered address at 1209 Orange Street, Wilmington, Delaware 19801, USA (“Nuvolaris”, “we”, “us” or “our”).

By accessing, downloading, installing, purchasing or using Nuvolaris Enterprise or Trustant, or by executing an Order referring to these Terms, the Customer agrees to be bound by these Terms.

These Terms are intended primarily for business and professional users.

1. Definitions

For purposes of these Terms:

“Customer” or “User” means the individual or legal entity accessing, purchasing, installing or using the Products.

“Products” means collectively Nuvolaris Enterprise and Trustant.

“Nuvolaris Enterprise” means the commercial offering provided by Nuvolaris for enterprise deployment and operation of Private AI and application workloads, which may include Nuvolaris software, Trustant, Apache OpenServerless, maintenance, support, professional services and, where applicable, certified or recommended third-party hardware.

“Trustant” means the Nuvolaris AI-assisted software development environment used to create, modify, test and deploy applications.

“Trustant Community” means the open-source components of Trustant made available under the GNU Affero General Public License (AGPL).

“Nuvolaris Platform” means the Nuvolaris software platform and related proprietary and open-source components used to deploy and operate applications and AI workloads.

“Nuvolaris Components” means proprietary software, tools, interfaces, orchestration components and other technology owned or licensed by Nuvolaris.

“Open-Source Components” means software distributed under applicable open-source licenses.

“Apache OpenServerless” means the open-source serverless platform developed under the Apache Software Foundation and distributed under the Apache License, Version 2.0, which may be used by or integrated with Trustant. Apache OpenServerless is not a proprietary Nuvolaris product.

“AI Models” means artificial intelligence or machine-learning models used through or in connection with the Products, whether provided by Nuvolaris, the Customer or third parties.

“AI Outputs” means text, code, data, recommendations, responses, images or other content generated through AI Models.

“Generated Applications” means applications, source code, configurations and other materials created or modified by the Customer through Trustant.

“Customer Data” means data, documents, prompts, code, credentials, configurations and other information supplied or made available by the Customer.

“Order” means any quotation, order form, purchase order, subscription or other commercial agreement governing the Customer’s acquisition of Products or services from Nuvolaris.

2. Scope and Document Priority

2.1 Scope

These Terms govern the use of Nuvolaris Enterprise, Trustant and related Nuvolaris software and services.

Additional terms may apply to specific subscriptions, professional services, support plans, hardware configurations or enterprise deployments.

2.2 Order of Precedence

In the event of a conflict, unless expressly agreed otherwise, the following order of precedence applies:

the applicable Order, including any expressly agreed special terms;
any applicable addendum, including a Data Processing Agreement;
these Terms;
applicable software and open-source licenses, with respect to the components governed by those licenses.

2.3 Business Use

Unless expressly agreed otherwise, the Products are supplied for business, professional, development and enterprise use and are not intended as consumer products.

3. Nuvolaris Enterprise

3.1 Nature of Nuvolaris Enterprise

Nuvolaris Enterprise is a Private AI environment designed to enable Customers to operate AI models and applications on infrastructure under their control.

Nuvolaris Enterprise may combine:

certified or recommended AI hardware;
local or Customer-selected AI Models;
the Nuvolaris Platform;
Trustant;
open-source software; and
third-party software and infrastructure components.

3.2 Hardware

Nuvolaris does not manufacture hardware.

Unless expressly stated otherwise in an Order, Nuvolaris does not sell or resell hardware and does not provide hardware warranties.

Nuvolaris may test, certify or recommend third-party hardware configurations considered suitable for use with Nuvolaris Enterprise.

Such certification or recommendation means only that Nuvolaris has tested or evaluated the relevant configuration for compatibility with Nuvolaris software under specified conditions. It does not constitute a warranty regarding the hardware itself.

Hardware purchases, warranties, replacements, repairs and hardware support remain subject to the terms of the relevant manufacturer, reseller or supplier.

3.3 Performance

Performance of Nuvolaris Enterprise depends on multiple factors including hardware, memory, storage, networking, AI Models, model quantization, workloads, concurrency, configuration and Customer applications.

Any benchmark, performance estimate or recommended configuration provided by Nuvolaris is indicative unless expressly guaranteed in an Order.

3.4 Local AI

Nuvolaris Enterprise is designed to support local and private execution of AI workloads.

However, whether Customer Data remains entirely within Customer-controlled infrastructure depends upon the Customer’s configuration and the AI Models, APIs, integrations and external services selected by the Customer.

Nuvolaris does not represent that data remains local where the Customer chooses to use external services or APIs.

4. Trustant

4.1 Nature of Trustant

Trustant is an AI-assisted software development environment designed to help Customers create, modify, test and deploy software applications.

Trustant may generate or modify source code, configuration files, infrastructure definitions, database structures and other application components using AI Models.

4.2 AI-Generated Code

The Customer acknowledges that AI-generated code may contain:

errors;
security vulnerabilities;
incomplete functionality;
incorrect assumptions;
inappropriate dependencies;
licensing issues; or
other defects.

AI-generated code must therefore be reviewed, tested and validated before production use.

4.3 Customer Responsibility

The Customer is responsible for determining whether a Generated Application is suitable for its intended purpose and for testing, securing and validating it before deployment.

The Customer remains responsible for applications deployed through Trustant regardless of whether some or all of the application was generated using AI.

4.4 Deployment

Trustant may enable deployment to local systems, Nuvolaris environments, private infrastructure, public cloud infrastructure or other supported environments.

The Customer is responsible for the infrastructure, credentials, permissions and third-party services used for such deployment unless expressly provided by Nuvolaris under an Order.

5. AI Models and AI Outputs

5.1 AI Models

The Products may operate with AI Models supplied by Nuvolaris, the Customer or third parties.

Third-party AI Models remain subject to their respective licenses, terms and restrictions.

Nuvolaris does not acquire ownership of third-party AI Models merely because they are used through Nuvolaris Enterprise or Trustant.

5.2 AI Outputs

AI Outputs are probabilistic and may be inaccurate, incomplete, misleading or unsuitable for a particular purpose.

Nuvolaris does not guarantee the accuracy, completeness, uniqueness or reliability of AI Outputs.

5.3 Human Review

AI Outputs, including generated source code, should be appropriately reviewed and validated before being relied upon or used in production.

The Products are not intended to replace professional judgment.

5.4 Decisions

The Customer is solely responsible for decisions, actions and consequences arising from its use of AI Outputs.

6. Customer Data and Privacy

6.1 Customer Data

As between Nuvolaris and the Customer, the Customer retains its rights in Customer Data.

Nuvolaris does not acquire ownership of Customer Data merely because such data is processed using the Products.

6.2 Customer-Controlled Environments

Where the Products operate entirely within Customer-controlled infrastructure, Nuvolaris does not access Customer Data by default.

Where remote access is required for support, such access shall occur only when authorized by the Customer and using appropriate access mechanisms.

6.3 External AI Services

If the Customer configures the Products to use an external AI provider, API or other third-party service, Customer Data transmitted to that service will be governed by the terms and privacy practices of that provider.

The Customer is responsible for determining whether such use is appropriate.

6.4 Personal Data

Where Nuvolaris processes personal data on behalf of a Customer, the parties may enter into an appropriate Data Processing Agreement where required by applicable law.

Use of the Nuvolaris website is also subject to the applicable Privacy Policy.

6.5 Website Analytics

The website counts its visits without cookies and without storing anything in the visitor’s browser. For each page view and for a few actions (playing the videos, opening the download, buy and price list panels, reaching the download page and the FAQ) it records the page, the referring site, the campaign tags of the link, the country, city and network operator derived from the IP address, the device type and the browser language, together with an identifier computed from the IP address and the browser with a key that changes every day. The IP address itself is not stored, and visitors cannot be recognized from one day to the next. The data is used only for aggregate statistics on the website, under Nuvolaris’ legitimate interest in understanding how the website is used, is not shared with third parties for their own purposes, and is deleted after about three months. Browsers that send Do Not Track or Global Privacy Control are not counted.

7. Intellectual Property

7.1 Nuvolaris Intellectual Property

All intellectual property rights in proprietary Nuvolaris Components remain with Nuvolaris or its licensors.

Except for rights expressly granted under these Terms or an applicable Order, no intellectual property rights are transferred to the Customer.

7.2 Open-Source Software

Certain portions of the Products or Nuvolaris Platform are distributed as open-source software. Trustant Community components are made available under the GNU Affero General Public License (AGPL), as identified in the applicable source code repositories and distribution materials.

Apache OpenServerless is distributed under the Apache License, Version 2.0. Other open-source components are governed by their respective licenses. Nothing in these Terms restricts rights expressly granted to the Customer under an applicable open-source license.

7.3 Third-Party Components

Third-party components remain subject to the applicable licenses and terms of their respective owners.

7.4 Customer Applications and Code

As between Nuvolaris and the Customer, Nuvolaris claims no ownership over the Customer’s original source code, applications, documents, prompts or other Customer-created materials merely because they are processed using Trustant.

7.5 Generated Applications

Subject to applicable law and third-party rights, Nuvolaris claims no ownership over Generated Applications created by the Customer using Trustant.

This does not transfer ownership of:

Nuvolaris Components;
Open-Source Components;
third-party libraries;
AI Models;
templates or components separately licensed by Nuvolaris or third parties.

Such components remain governed by their respective licenses.

7.6 AI Output Ownership

Nuvolaris does not guarantee that AI Outputs are capable of copyright or other intellectual-property protection or that identical or similar outputs will not be generated for other users.

8. License

Subject to payment of applicable fees and compliance with these Terms, Nuvolaris grants the Customer a limited, non-exclusive, non-transferable right to use proprietary Nuvolaris Components during the applicable license or subscription period.

This restriction applies only to proprietary Nuvolaris Components and does not restrict rights granted under applicable open-source licenses.

The Customer may not, except where permitted by applicable law or license:

sublicense or redistribute proprietary Nuvolaris Components;
circumvent technical licensing restrictions;
remove proprietary notices;
use Nuvolaris proprietary technology to create or provide an unauthorized competing hosted service.

9. Acceptable Use

The Customer shall not use the Products:

unlawfully;
to infringe intellectual-property or privacy rights;
to gain unauthorized access to systems or data;
to distribute malware or malicious code;
to circumvent security or access controls;
in violation of applicable sanctions or export-control laws.

The Customer is responsible for users accessing the Products through its accounts, credentials or infrastructure.

10. Customer Responsibilities

The Customer is responsible for:

Customer Data;
prompts and instructions;
AI Models selected by the Customer;
Generated Applications;
application testing;
cybersecurity and access controls;
backups;
infrastructure configuration;
third-party integrations;
regulatory compliance applicable to the Customer’s use case;
validation and use of AI Outputs.

Nuvolaris provides general-purpose technology and does not determine the Customer’s intended use.

11. Support and Professional Services

Support, maintenance, consulting, implementation and professional services are provided only where included in an Order or applicable subscription.

Response times and service levels, if any, shall be those specified in the applicable Order or support plan.

Unless expressly agreed, Nuvolaris does not provide an uptime or availability SLA for Customer-controlled infrastructure.

Activities outside the purchased support scope may be quoted separately as Professional Services.

12. Fees and Payment

Applicable prices, subscription fees, license fees and payment terms are specified in the relevant Order or purchasing interface.

Prices exclude applicable taxes, duties and levies unless expressly stated otherwise.

Failure to pay amounts when due may result in suspension or termination of paid services or proprietary software licenses.

13. Term, Suspension and Termination

13.1 Term

The applicable subscription or license period is specified in the Order.

13.2 Suspension

Nuvolaris may suspend access to proprietary Products or services in the event of:

non-payment;
material breach of these Terms;
unlawful use;
material security risk; or
misuse of the Products.

13.3 Termination

Either party may terminate as provided in the applicable Order.

Termination does not affect rights or obligations accrued before termination.

13.4 Open-Source Components

Termination of a commercial relationship with Nuvolaris does not terminate rights independently granted under applicable open-source licenses.

14. Warranties and Disclaimers

To the maximum extent permitted by applicable law, except as expressly stated in an Order:

THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.

Nuvolaris does not warrant that:

the Products will operate without interruption or error;
AI Outputs will be accurate or complete;
Generated Applications will be free of defects or vulnerabilities;
a particular AI Model will remain available;
the Products will satisfy every Customer requirement;
third-party hardware or software will remain compatible indefinitely.

Nothing in these Terms excludes warranties that cannot lawfully be excluded.

15. Limitation of Liability

To the maximum extent permitted by applicable law, Nuvolaris shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including loss of profits, revenue, business, goodwill or data.

Nuvolaris shall not be liable for losses arising from:

Customer reliance upon AI Outputs;
AI-generated code;
Customer Data;
Customer configurations;
third-party AI Models;
third-party APIs or services;
hardware not manufactured by Nuvolaris;
Customer modifications;
unauthorized or unlawful use.

Nuvolaris’ total aggregate liability arising out of or relating to the Products shall not exceed the fees paid by the Customer to Nuvolaris for the affected Product during the preceding twelve months or, for a one-time license, the amount paid for that license, except where a different limitation is required by mandatory law.

16. Regulatory Compliance

The Customer is responsible for determining and satisfying regulatory requirements applicable to its use of the Products, including requirements relating to:

artificial intelligence;
data protection;
cybersecurity;
employment;
financial services;
healthcare;
intellectual property;
export controls and sanctions.

Nuvolaris provides technology and does not provide legal, regulatory or compliance advice unless expressly agreed as a separate professional service.

17. Changes to Products

Nuvolaris may improve, update or modify the Products from time to time.

Nuvolaris may add, modify or discontinue features, provided that such changes do not materially remove contractual functionality purchased under an active Order without reasonable justification.

Third-party components, AI Models and integrations may change or become unavailable independently of Nuvolaris.

18. Beta, Preview and Evaluation Features

Products or features identified as beta, preview, experimental, evaluation or test are provided for evaluation purposes and may:

contain defects;
change without notice;
be discontinued;
have limited functionality;
not be suitable for production use.

Unless expressly agreed otherwise, no service levels or production warranties apply to such features.

19. Trademarks

“Nuvolaris”, “Nuvolaris Enterprise”, “Trustant” and associated names, logos and marks are trademarks or commercial identifiers of Nuvolaris or their respective owners.

No right to use Nuvolaris trademarks, branding or logos is granted except with Nuvolaris’ prior authorization.

Use of open-source Nuvolaris software does not by itself grant any right to represent that a person or product is endorsed, certified, supported by or affiliated with Nuvolaris.

20. Confidentiality

Where either party receives non-public confidential information from the other in connection with the Products or services, it shall use reasonable measures to protect such information and shall use it only for purposes related to the contractual relationship.

Confidentiality obligations do not apply to information that is publicly available through no breach, independently developed, lawfully obtained from another source or required to be disclosed by law.

21. Export Control and Sanctions

The Customer shall comply with applicable export-control, trade and sanctions laws.

The Products may not be exported, accessed or used where prohibited by applicable law.

22. Force Majeure

Neither party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including infrastructure outages, network failures, cloud-provider failures, third-party software failures, model unavailability, natural disasters, governmental actions or similar events.

23. Assignment

The Customer may not assign these Terms or an applicable Order without Nuvolaris’ prior written consent, except where otherwise expressly permitted by the Order or applicable law.

Nuvolaris may assign these Terms in connection with a merger, acquisition, corporate reorganization or sale of substantially all relevant assets, subject to applicable law.

24. Changes to These Terms

Nuvolaris may update these Terms from time to time.

The updated Terms shall identify their effective date.

For existing paid Orders, material changes shall not retroactively alter agreed commercial rights during the then-current contractual term unless required by law or expressly agreed by the parties.

25. Notices

Legal notices to Nuvolaris shall be sent to:

Nuvolaris Inc.
1209 Orange Street
Wilmington, Delaware 19801
United States

Email: info@nuvolaris.io

Notices may be delivered electronically unless applicable law requires another method.

26. Governing Law and Jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of England and Wales, without regard to conflict-of-law principles.

The courts of England and Wales shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms, except where mandatory applicable law requires otherwise.

27. Severability

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

28. Waiver

Failure or delay by either party to exercise a right under these Terms shall not constitute a waiver of that right.

29. Entire Agreement

These Terms, together with the applicable Order, licenses and expressly incorporated addenda, constitute the agreement between Nuvolaris and the Customer concerning the relevant Products and supersede prior communications relating to the same subject matter.

30. Contact

Questions concerning these Terms may be sent to:

Nuvolaris Inc.
1209 Orange Street
Wilmington, Delaware 19801
United States

info@nuvolaris.io
www.nuvolaris.io