Terms of Service

By downloading, installing, accessing, or using Nernayam ("the Software" or "the Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to all of these Terms, you must not use the Software.

These Terms constitute a legally binding agreement between you ("you" or "User") and pgsvarma ("we," "us," or "Nernayam"), the sole proprietor and developer of the Nernayam application.

These Terms apply to:

- The Nernayam desktop application (Windows, macOS, Linux)

- All cloud services provided through the Nernayam backend (sync, AI processing, file storage)

- The Nernayam website and landing page

- Any related APIs or integrations (Telegram bot, OAuth, etc.)

You must be at least 16 years old (or the age of digital consent in your jurisdiction) to use this Service. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Nernayam is a local-first note-taking and AI copilot desktop application. The core features -- including the block editor, canvas, knowledge graph, and local AI -- work entirely on your device without any internet connection or account.

**Optional cloud features** (require an account and internet connection):

- Cloud sync: synchronize notes, files, and metadata across devices

- AI Copilot (cloud mode): process messages through third-party AI providers

- File storage: store attachments in cloud storage

- Telegram integration: capture notes from Telegram

The local-first architecture means that your primary copy of data always resides on your device. Cloud features supplement the local experience but are not required for core functionality.

Nernayam is proprietary software. All intellectual property rights in the Software are owned by pgsvarma and are protected by applicable copyright, trademark, and other intellectual property laws.

License you receive:

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Software on devices you own or control, for your personal or internal business purposes.

Restrictions:

You may not:

- Copy, modify, adapt, translate, or create derivative works of the Software or its source code

- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software

- Remove, alter, or obscure any proprietary notices, labels, or marks in the Software

- Sublicense, sell, rent, lease, lend, or distribute the Software to any third party

- Use the Software to build or contribute to a product or service that competes with Nernayam

- Circumvent any technological measures designed to control access to or protect the Software

- Use automated tools (bots, scrapers) to access the Service beyond normal application usage

Open-source components:

Nernayam includes open-source software components, each governed by their respective licenses. A list of these components and their licenses is available within the application under Settings > About.

Creating an account is optional. The core desktop application works without an account.

If you create an account:

- You must provide accurate, current, and complete information during registration

- You are responsible for maintaining the confidentiality and security of your login credentials

- You are responsible for all activity that occurs under your account

- You must notify us immediately at pgsvarma@gmail.com if you suspect unauthorized access to your account

- You may not create accounts using automated methods or create multiple accounts to circumvent restrictions

Account suspension or termination:

We may suspend or terminate your account if:

- You violate these Terms or our Acceptable Use Policy (Section 8)

- We detect fraudulent, abusive, or illegal activity

- You fail to pay applicable fees after notice

- Required to comply with a legal obligation

Before terminating your account for a policy violation (except in cases of illegal activity or imminent harm), we will provide you with reasonable notice and an opportunity to export your data.

Your content belongs to you.

You retain full ownership of all content you create, upload, or store within Nernayam, including notes, canvas designs, files, and all other materials ("User Content"). We claim no intellectual property rights over your User Content.

Limited license to us:

By using cloud features, you grant us a limited, non-exclusive, worldwide license to store, transmit, process, and display your User Content solely for the purpose of providing and improving the Service. This license exists only for as long as your data is on our servers and terminates when you delete your content or your account.

What we do NOT do with your content:

- We do not read, analyze, or review your notes for any purpose beyond providing the Service

- We do not use your User Content for advertising, marketing, or profiling

- We do not use your User Content to train AI models or machine learning systems

- We do not sell, license, or share your User Content with third parties (except as necessary to provide the Service, such as transmitting AI messages to your selected AI provider)

Your responsibility:

You are solely responsible for the legality, reliability, and appropriateness of your User Content. You represent that you own or have the necessary rights to all content you upload or create.

The AI Copilot feature allows you to interact with AI language models within Nernayam. By using this feature, you agree to the following additional terms:

6.1 How AI processing works:

- In **cloud mode**, your messages are sent through our API server to the third-party AI provider you selected (Google Gemini, Anthropic Claude, OpenAI, xAI Grok, Groq, or Sarvam AI)

- In **BYOK mode** (Bring Your Own Key), your messages are sent directly from your device to the AI provider using your own API key, bypassing our servers entirely

- In **local mode** (Ollama), your messages are processed entirely on your device and never leave it

6.2 Third-party AI provider terms:

When using cloud mode, your messages are subject to the AI provider's own terms of service and privacy policy. You are responsible for reviewing and accepting those terms. We do not control how AI providers process, store, or use the data they receive.

6.3 AI output disclaimer:

AI-generated content may be inaccurate, incomplete, biased, or inappropriate. You are solely responsible for reviewing, verifying, and deciding how to use any AI-generated output. Do not rely on AI output for legal, medical, financial, or other professional decisions without independent verification.

6.4 Prohibited AI uses:

You may not use the AI Copilot to:

- Generate content that is illegal, harmful, or violates the rights of others

- Attempt to extract training data or model weights from AI providers

- Circumvent safety filters or content policies of AI providers

- Generate spam, phishing content, malware, or deceptive material

- Impersonate real individuals or create deepfake content

6.5 Rate limits and fair use:

AI processing in cloud mode is subject to rate limits based on your subscription plan. We reserve the right to throttle or suspend AI access if we detect abuse or excessive usage patterns that degrade the service for other users.

Free tier:

Nernayam offers core functionality for free, including offline note-taking, canvas, knowledge graph, and local AI. No account or payment is required for these features.

Paid plans:

Cloud features (sync, cloud AI, storage) may require a paid subscription. Pricing, feature inclusions, and plan details are available on our website.

Payment processing:

Payments are processed by Polar.sh and Dodo Payments. By subscribing, you also agree to the respective payment processor's terms of service.

Billing cycle:

Subscriptions are billed on a recurring basis (monthly or annually, as you select). Your subscription automatically renews at the end of each billing period unless you cancel before the renewal date.

Cancellation:

You may cancel your subscription at any time from your account settings. Upon cancellation:

- You retain access to paid features until the end of your current billing period

- Your data remains accessible and exportable

- After the billing period ends, cloud features revert to free-tier limits

- Your local data is never affected by subscription status

Refunds:

Refund requests are handled according to the policies of the payment processor (Polar.sh or Dodo Payments). We will work in good faith to resolve billing disputes. Statutory refund rights under consumer protection laws in your jurisdiction are not affected by this section.

Price changes:

We may change subscription prices with at least 30 days' advance notice. Price changes take effect at the start of the next billing cycle after the notice period.

You agree not to use Nernayam to:

Illegal activity:

- Store, transmit, or distribute content that is illegal in your jurisdiction

- Facilitate or promote illegal activities, including fraud, money laundering, or terrorism

- Violate any applicable law, regulation, or third-party right

Abuse of the Service:

- Interfere with, disrupt, or place an unreasonable burden on the Service or its infrastructure

- Attempt to gain unauthorized access to our systems, other users' accounts, or data

- Circumvent rate limits, usage quotas, or other technical restrictions

- Use the Service to send unsolicited communications (spam) or conduct phishing attacks

- Upload or transmit viruses, malware, or other harmful code

Harmful content:

- Store or distribute child sexual abuse material (CSAM) -- we will report to authorities immediately

- Store or distribute content that promotes violence, terrorism, or self-harm

- Harass, threaten, stalk, or intimidate any individual

Misuse of identity:

- Impersonate another person, organization, or entity

- Misrepresent your affiliation with any person or organization

- Create accounts under false identities to circumvent restrictions

Enforcement:

Violations of this policy may result in content removal, account suspension, or account termination. We will cooperate with law enforcement when required by law or when we believe in good faith that illegal activity is occurring.

Service availability:

The Nernayam desktop application works offline by design. Cloud features are provided on an "as available" basis and depend on internet connectivity and the availability of our backend services and third-party providers.

We do not guarantee any specific uptime or availability for cloud features. Scheduled maintenance will be announced in advance when possible.

Service modifications:

We may modify, update, or add features to the Service at any time. For changes that materially reduce functionality you are paying for, we will provide at least 30 days' notice and, where applicable, the option to cancel your subscription.

Discontinuation:

If we ever discontinue the Service entirely:

- We will provide at least 90 days' notice

- We will ensure you can export all your data

- We will provide refunds for any pre-paid subscription period remaining after discontinuation

- Your local data will continue to be accessible in the desktop application indefinitely, as it is stored on your device

Our intellectual property:

The Nernayam name, logo, design, code, documentation, and all related materials are the exclusive property of pgsvarma and are protected by applicable intellectual property laws. Nothing in these Terms grants you any right, title, or interest in our intellectual property except the limited license described in Section 3.

Your intellectual property:

As stated in Section 5, you retain full ownership of your User Content. We do not claim any intellectual property rights over the content you create.

Feedback:

If you provide us with suggestions, feature requests, bug reports, or other feedback ("Feedback"), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, incorporate, and build upon that Feedback in any way, without obligation to you. You are not required to provide Feedback.

Copyright infringement:

If you believe that content on our Service infringes your copyright, please notify us at pgsvarma@gmail.com with: (a) a description of the copyrighted work, (b) identification of the infringing material, (c) your contact information, and (d) a statement that you have a good faith belief the use is not authorized.

Your privacy matters to us. Our collection, use, and protection of your personal data is governed by our Privacy Policy, available at https://nernayam.com/privacy.

By using the Service, you acknowledge that you have read and understood the Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

Key privacy commitments:

- Local-first: your data stays on your device by default

- No tracking, analytics, or telemetry

- Cloud features are opt-in and require your explicit consent

- You can export or delete all your data at any time

- We do not sell your personal information

THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT

- WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES

- WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT, INCLUDING AI-GENERATED CONTENT

- WARRANTIES REGARDING THE RESULTS OBTAINED FROM THE USE OF THE SERVICE

AI-specific disclaimer:

AI-GENERATED CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. WE MAKE NO WARRANTY THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE. YOU USE AI-GENERATED CONTENT ENTIRELY AT YOUR OWN RISK.

Third-party services:

WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY, ACCURACY, OR RELIABILITY OF THIRD-PARTY SERVICES (AI PROVIDERS, PAYMENT PROCESSORS, OAUTH PROVIDERS, TELEGRAM). YOUR USE OF THIRD-PARTY SERVICES IS GOVERNED BY THEIR RESPECTIVE TERMS.

Nothing in these Terms excludes or limits warranties that cannot be excluded or limited under applicable law (such as consumer guarantees under EU or Australian consumer law).

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

Exclusion of certain damages:

IN NO EVENT SHALL PGSVARMA, NERNAYAM, OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

- Loss of data, profits, revenue, or business opportunities

- Loss of goodwill or reputation

- Cost of substitute services

- Damages arising from unauthorized access to or alteration of your data

- Damages arising from AI-generated content

- Damages arising from service interruptions or third-party service failures

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on liability:

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) US $50.

Essential purpose:

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE LIMITATIONS IN THIS SECTION DO NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.

To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless pgsvarma and Nernayam from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

- Your use of the Service in violation of these Terms

- Your User Content, including any claim that your content infringes a third party's intellectual property or other rights

- Your violation of any applicable law or regulation

- Your use of AI-generated content

This indemnification obligation does not apply to the extent that the claim arises from our negligence, willful misconduct, or breach of these Terms.

We prefer to resolve disputes informally and in good faith. Before initiating any formal proceedings, you agree to contact us at pgsvarma@gmail.com and attempt to resolve the dispute through negotiation for at least 30 days.

Governing law:

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

Jurisdiction:

Any disputes that cannot be resolved informally shall be submitted to the exclusive jurisdiction of the courts in Andhra Pradesh, India.

Exceptions:

- Nothing in this section limits your right to seek injunctive relief in any court of competent jurisdiction

- Nothing in this section limits your statutory right to bring a claim in your local jurisdiction if mandatory consumer protection laws apply

- EU/EEA consumers may bring proceedings in the courts of their country of residence, as required by the Brussels I Regulation

- EU consumers may also use the EU Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr

Class action waiver:

To the extent permitted by applicable law, any proceedings relating to these Terms must be brought on an individual basis. You agree not to join or participate in any class, collective, or representative action against us.

Your right to terminate:

You may stop using the Service at any time. You may delete your account at any time from Settings > Cloud > Delete Account, or by emailing pgsvarma@gmail.com. Upon account deletion, all your data will be permanently removed from our servers within 24 hours.

Our right to terminate:

We may terminate or suspend your access to the Service:

- Immediately, if you violate Section 8 (Acceptable Use) or engage in illegal activity

- With 15 days' notice, for other violations of these Terms (giving you time to remedy the violation)

- With 30 days' notice, if we discontinue the Service (giving you time to export data)

Effect of termination:

Upon termination:

- Your license to use the cloud features of the Service ends

- You should export any data you wish to keep before termination takes effect

- Your local data on your device is unaffected and remains accessible

- Sections that by their nature should survive termination will survive, including: Sections 5 (Content Ownership), 10 (IP), 12 (Disclaimers), 13 (Liability), 14 (Indemnification), 15 (Dispute Resolution), and this Section 16

Entire agreement:

These Terms, together with our Privacy Policy and any subscription-specific terms, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements, representations, and understandings.

Severability:

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

Waiver:

Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision. A waiver is only effective if made in writing and signed by us.

Assignment:

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided the successor agrees to honor these Terms.

Force majeure:

We are not liable for any failure or delay in performing our obligations due to causes beyond our reasonable control, including natural disasters, war, terrorism, pandemics, government action, power failures, internet or telecommunications failures, or third-party service outages.

Notices:

We may send you notices via email (to the email associated with your account) or through the application. You may send us notices at pgsvarma@gmail.com.

No third-party beneficiaries:

These Terms do not create any third-party beneficiary rights. Only you and we have rights under these Terms.

For questions, concerns, or notices regarding these Terms:

Email: pgsvarma@gmail.com

Operator: pgsvarma

We aim to respond to all inquiries within 5 business days.