Terms of Service

1. Beta status

1.1 The Service is in open beta. Features may change, break, or disappear without notice. Data may be lost. Behaviour is not guaranteed to match documentation.

1.2 The Beta Period ends when we announce general availability or otherwise notify you. We may extend, shorten, or terminate the Beta Period at any time at our sole discretion. Paid plans are available during the Beta Period; the beta character of the Service applies to paid and free use alike.

2. Eligibility and access

2.1 The Service is in open beta and available to registered users. Access may be granted, limited, suspended, or revoked as set out in §8, including the refund treatment for paid subscribers in §8.2.

2.2 You must be at least 18 years old and have legal capacity to enter contracts.

2.3 You may not access the Service if you are subject to EU or German sanctions or located in a jurisdiction subject to a comprehensive embargo.

3. The Service — what we do and what we do not do

3.1 What we do: We provide compute, storage, network, and a set of tools and primitives ("Platform Tools") that allow you — or an AI coding agent acting on your instructions — to deploy software to a managed agent-native cloud runtime.

3.2 What we do not do: We do not drive your AI agent. We do not author your code, configurations, or infrastructure manifests. We do not pre-screen, review, or moderate content you deploy. We do not back up your content. We do not guarantee that any specific deployment will succeed.

3.3 You are the publisher. You are the publisher and operator of any application, service, or content you deploy via the Service. Visitors of your deployments interact with you, not with us. We provide infrastructure; we do not author, curate, endorse, or moderate User Content. End users of your deployments must direct claims, support requests, and legal notices regarding that content to you, not to the Operator.

3.4 Safe-harbor framing. User Content you deploy is third-party information under §§8–10 TMG / §§8–10 DDG. Our hosting role qualifies for the corresponding safe-harbor limitations. The Acceptable Use Policy and the notice-and-takedown procedure in the Imprint implement these obligations.

4. Your account and your content

4.1 You are responsible for all activity under your account, including activity initiated by AI agents acting on your credentials or tokens.

4.2 You retain all rights in content you upload or deploy ("User Content"). You grant us a non-exclusive, worldwide, royalty-free licence to host, transmit, build, and execute User Content solely to the extent necessary to provide the Service.

4.3 You warrant and represent that you have all necessary rights, that your content does not violate the Acceptable Use Policy or applicable law, and that you have a lawful basis under GDPR for any personal data processed.

5. Indemnification

You will defend, indemnify, and hold harmless the Operator, its successors, affiliates, and agents from claims arising out of (a) your User Content; (b) your breach of these Terms or the AUP; (c) violation of applicable law or third-party rights; (d) disputes with third parties arising from your use. This obligation survives termination.

6. NO WARRANTIES — service "as is"

6.1 The Service is provided "AS IS" and "AS AVAILABLE" during the Beta Period. We disclaim all warranties to the maximum extent permitted by applicable law, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted service, data security.

6.2 No SLA. We do not commit to any service-level objective, uptime percentage, RTO, RPO, or data-durability guarantee. Best-effort only.

6.3 Free-tier ephemerality. Free-tier deployments are explicitly ephemeral with rolling 7-day uptime. Loss of content under this rotation is by design, not breach.

6.4 Data-loss events are not breach. Data-loss events — including but not limited to corrupted volumes, accidental deletion by you or by an AI agent acting on your credentials, infrastructure failure, upstream-provider outage, region-level incident, configuration regression, or ransomware against shared dependencies — do not constitute breach of these Terms. We will use commercially reasonable best-effort to restore where feasible; we owe no recovery, no RTO, no RPO, and no specific data durability guarantee.

6.5 Your backup is your responsibility. You are responsible for your own backup, redundancy, off-platform replication, and disaster-recovery posture for any deployment whose continuity, durability, or recoverability matters to you. Enterprise customers may negotiate explicit backup / DR addenda separately; default Service tiers do not include these guarantees.

7. Limitation of liability

7.1 Free and unpaid use. To the extent the Service is provided to you without charge — Free tier, trials, credits, or unpaid beta access — it is provided without monetary consideration, and our liability for ordinary negligence (einfache Fahrlässigkeit) is excluded to the fullest extent permitted by §§521, 599 BGB.

7.2 Paid use. To the extent you pay for the Service, our liability for ordinary negligence is excluded except for breach of a material contractual obligation (Kardinalpflicht) — an obligation whose fulfilment makes proper performance of the contract possible at all and on which you may reasonably rely. For such breaches our liability is limited to the foreseeable damage typical of this type of contract.

7.3 We remain liable in accordance with mandatory German law for: (a) injury to life, body, or health; (b) intent or gross negligence; (c) breach where we have given a guarantee or fraudulently concealed a defect; (d) the Product Liability Act where applicable; (e) any other liability that cannot be excluded or limited under §307 BGB.

7.4 Aggregate liability cap. Subject to §7.3, the Operator's total aggregate liability to you is capped at the greater of (a) €100 or (b) the total fees you paid to the Operator in the twelve (12) months preceding the event giving rise to the claim.

7.5 No liability for User Content, AI-agent outputs, or third-party LLM provider outputs.

7.6 Excluded damages. To the maximum extent permitted by applicable law, and subject always to §7.3, the Operator is not liable for: lost profits, lost revenue, lost agent-time, third-party LLM or API token costs incurred during platform malfunction or outage, business interruption, reputational harm, loss of goodwill, data-reconstruction costs, costs of substitute services, or any indirect, consequential, incidental, special, exemplary, or punitive damages, regardless of legal theory and regardless of whether the Operator had been advised of the possibility of such damages.

8. Suspension and termination

8.1 We may suspend or terminate your access for suspected breach of these Terms or the AUP, legal requests, capacity constraints, ending the Beta Period, non-payment, or other good cause; and, for free-tier or beta access, at our discretion.

8.2 Refunds. If we terminate a paid subscription without cause attributable to you, we refund the unused, prepaid portion of your then-current subscription period on a pro-rata basis. No refund is owed where we terminate for cause (including breach, AUP violation, or non-payment), for free-tier or beta access, or for on-demand resource-days already metered under §13.3.

8.3 Survival. Upon termination, sections 3.3, 3.4, 4.3, 5, 6, 7, 9, 10, 11, 12, 13, and 15 survive.

9. Privacy and data processing

9.1 Our collection and use of personal data is described in the Privacy Policy.

9.2 If you process personal data of third parties via the Service, you act as the controller under GDPR Art. 4(7); we act as processor only to the extent we provide hosting infrastructure. A formal DPA (Auftragsverarbeitungsvertrag) is not in force during the Beta Period; we can negotiate a bilateral DPA on request.

10. Operating entity

10.1 The Service is operated by nyxory GmbH, with its seat at the address named in the Imprint, with liability subject to the limitations in §7. Entry in the commercial register has been applied for; register details will be added to the Imprint upon registration.

11. Modifications to these Terms

11.1 A living document. These Terms evolve continuously alongside the Service. The current version is always the one published at /terms, identified by the version and date below, and that published version governs your use.

11.2 How changes take effect. Material changes affecting paid subscribers take effect at the next renewal after at least 30 days written notice (consistent with §12.2). Clarifying or non-material updates take effect on publication. If you do not accept a material change, your remedy is to cancel before it takes effect; for free-tier and beta users, changes apply on publication.

12. Pricing, tiers, and portfolio evolution

12.1 The Service is offered in tiers (currently "Free", "Hobby", "Builder", "Pro", "Enterprise") with pricing, included quotas, features, addons, supported runtimes, and regions as published at /pricing at the time of your subscription or renewal. On-demand resources (RAM Packs, Extra Projects) and how they are metered and charged are described in §13. Marketing pages, blog posts, social media, and roadmap notes are descriptive and do not constitute binding offers.

12.2 Price changes for paid subscribers. Price increases applicable to your active paid tier take effect at the next renewal after we give you written notice of at least 30 days. You may cancel your subscription before the increase takes effect; if you do not cancel, the new price applies from the next renewal.

12.3 Free-tier and Beta — no continuity claim. Free-tier limits, included features, addons, retention windows, and availability may change at any time with immediate effect. Beta-period users — paid or free — have no claim to portfolio continuity, feature stability, or roadmap commitments.

12.4 Portfolio discretion. We may, at our sole discretion, add, deprecate, sunset, rename, rebundle, repurpose, or geographically restrict tiers, regions, supported runtimes, addons, and any other Service offering. Where a deprecated tier or addon affects an active paid subscriber, we will offer migration to the closest equivalent at the same or lower price for the remainder of the then-current billing period.

12.5 Service evolution. Features, tiers, regions, addons, included quotas, supported runtimes, agent surfaces, and API contracts may be added, removed, deprecated, or repriced over the life of the Service. For material reductions to a paid subscriber's active tier we will provide at least 30 days written notice as set out in §12.2; for free-tier or beta users, changes apply immediately.

12.6 Why this clause exists. nyxory is early-stage infrastructure evolving under live customer load. We need the operational room to change pricing and portfolio without betraying anyone. Cancellation rights in §12.2 and migration commitments in §12.4 are how we keep this fair in both directions.

13. Billing, payment, and on-demand charges

13.1 Payment processor. Paid plans and on-demand charges are processed by Stripe Payments Europe Ltd. ("Stripe"). Card and payment-method data are handled by Stripe under its own terms; we store billing email, payment-method tokens, and invoice records, and not your full card number.

13.2 Subscriptions. Paid tiers (currently Hobby, Builder, Pro) are billed in advance per billing period in euro (EUR) and renew automatically at the end of each period until cancelled. You may cancel at any time, effective at the end of the then-current period.

13.3 On-demand resources. RAM Packs and Extra Project slots are optional on-demand resources you — or an AI agent acting on your credentials — may add on top of your plan. They are metered by the hour and priced per day (for example, EUR 0.16 per day per 1 GB RAM Pack), and charged in arrears at the end of the billing period for the resource-days you actually held. Releasing and re-adding the same resource within a period reuses the same activation without an additional charge.

13.4 Monthly budget. You set a monthly budget that caps new on-demand bookings (default EUR 20; adjustable, or unlimited). When your on-demand run-rate would exceed the budget, new bookings are paused until you raise it; resources already running are not affected and continue until you release them. The budget is a booking-time control and does not terminate running workloads.

13.5 Agent-initiated charges. You authorise charges incurred under your account, including on-demand bookings made by an AI agent acting on your credentials or tokens within the budget you have set under §13.4.

13.6 Taxes. Applicable value-added tax (VAT) is calculated and shown at checkout and on your invoices in accordance with applicable law, based on your status (consumer or business) and your location. Where you are a business, you are responsible for providing a valid VAT identification number where required for reverse-charge treatment.

13.7 Failed payment. If a charge fails, your account may move to a past-due state; we may suspend paid features or the affected resources after reasonable notice and retry collection. Accrued on-demand charges remain payable.

13.8 Invoices and records. Invoices are made available through the billing portal. We retain invoice and transaction records for the statutory period (currently ten years under §147 AO / §14b UStG).

14. Right of withdrawal (consumers)

14.1 If you are a consumer (Verbraucher, §13 BGB), you have a statutory right to withdraw from a paid contract within 14 days without giving reasons.

14.2 Immediate performance. Because the Service provisions compute and resources for you immediately, you expressly request that performance begins before the withdrawal period ends. Once we have begun performance with your express consent and your acknowledgement that you lose the right of withdrawal upon full performance (§356(5) BGB), the right of withdrawal lapses accordingly. This consent is obtained at checkout.

14.3 How to withdraw. Where the right applies, send an unambiguous statement (for example, an email to hello@nyxory.com) before the period ends. A model withdrawal form is available on request.

14.4 This section applies only to consumers; it does not apply to business customers (Unternehmer, §14 BGB).

15. Miscellaneous

Governing law: Federal Republic of Germany, excluding its conflict-of-laws rules and the UN CISG. Jurisdiction: Exclusive jurisdiction is the court competent for the Operator's seat — Amtsgericht Nauen for matters within its competence, Landgericht Potsdam otherwise. For consumers, mandatory jurisdiction provisions apply.

Language: Concluded in English. A German translation may be provided for convenience; in case of conflict the English version controls.