Legal
Terms of Service
These Terms are the software licence and services agreement between you and Devxnext Canada Inc. They limit our liability only to the extent the law allows. They do not prevent you from bringing a claim that a statute says cannot be waived or limited. They are not a substitute for advice from your own lawyer. This draft is prepared for review by Canadian counsel; publication does not mean counsel has signed off. If you do not agree, do not download, install, sign in, or pay.
1. Parties and acceptance
These Terms of Service (these “Terms”) are a binding agreement between you and Devxnext Canada Inc. (“Nimva,” “we,” “us,” or “our”), 7030 Woodbine Avenue, Suite 500, Markham, Ontario L3R 6G2, Canada. They govern the Nimva macOS application, any Nimva Windows application we make publicly available, nimva.app, and related account and licence services (the “Service”). Until Dual-OS marketing is approved, the public download is for macOS; Windows builds may be offered only as a private preview.
By downloading, installing, accessing, or paying for the Service, you agree to these Terms, the Privacy Policy, and the Billing, cancellation, and refunds policy, each of which is incorporated by reference. If those documents conflict on price, renewal, tax, or refunds, the Billing policy controls for that topic. Consumer rights that the law does not permit you to waive remain in force.
2. The Service
Nimva is a dictation utility for Apple silicon Macs, and for Windows PCs when a Windows client is publicly offered after our Dual-OS QA gate. Speech recognition runs on your computer using bundled or downloaded speech models. An optional sign-in is used to activate a licence and to manage billing. “Unlimited,” when used for a paid plan, means we do not meter words or minutes of local dictation. It is not a warranty of hardware speed, battery life, availability, or uninterrupted long sessions.
English is the language we stand behind first for recognition quality. Other language selections may be available in the application for local recognition. They are not marketed as equal quality unless we publish a separate acceptance statement. We do not claim support for “all languages” or a fixed count such as “100 languages.”
Optional rewrite is off by default. If you enable it, transcript text is sent from your Mac to a model provider you choose, using your own API key. Nimva does not host that inference and is not the model provider. Rewrite text is machine-generated. You must review it before you rely on it or transmit it. If rewrite is described as assisted by a model, that output is not a human statement of Nimva.
A trial or inactive licence does not unlock dictation outside any in-application preview that we may offer. Preview text, if offered, is not a licence to use Nimva in other applications.
2A. Text insertion and application compatibility
Inserting dictation into other applications requires macOS Accessibility permission on Mac, and UI Automation / focus APIs on Windows, and depends on how each application exposes its text fields. Nimva does not claim to work in every field or every application. Known secure or password fields are refused. Where insertion cannot be verified, Nimva may keep a clipboard copy so you can paste manually. On Windows, device-session limits may use a hashed machine identity stored locally and in your account; secrets are held in Windows Credential Manager as described in the Privacy Policy.
Marketing or documentation that describes an application as “Compatible” means insertion is attempted with clipboard fallback, not that the application has passed a full human “Verified” matrix (including multi-sentence dictation and focus-change recovery). Do not treat Compatible status as a guarantee of automatic insertion in ChatGPT, Chrome, or any other named product after an update of that product or of macOS.
3. Licence
Subject to these Terms and to payment of applicable fees, we grant you a personal, limited, non-exclusive, non-transferable, revocable licence to install and use the Mac application on Macs authorized by your plan, for your own internal use. We and our licensors reserve all right, title, and interest in the Service, including software, models we distribute, names, and design, except for third-party components under their own licences.
Nimva includes third-party software, including whisper.cpp, OpenAI Whisper model weights, and nlohmann/json, made available under their respective licences, including the MIT License, which are displayed in the application under About & Legal. Those notices are part of the distribution of the application.
You may not copy the application except as needed to install and run it on an authorized Mac, rent, lease, or sell the application, remove proprietary notices, or use the Service to build a competing dataset of our software. You may reverse engineer the application only to the extent a statute in your country provides that we cannot forbid it.
4. Eligibility and accounts
You must be at least sixteen (16) years of age to create an account. The person who pays must have the legal capacity to contract in the place where that person lives. You are responsible for the Mac, the account email, and any person who uses Nimva on a Mac you authorize. You will notify us at hello@nimva.app if you believe the account is used without authority.
5. Accuracy, and no professional reliance
Speech recognition and rewrite are probabilistic. Words may be omitted, added, or incorrect. Nimva is an assistive writing tool. It is not a medical device, not a legal record, not a financial system, and not a substitute for professional judgment. You will not use the Service as the sole record for a medical, legal, safety-critical, or regulated decision. You are responsible for reading inserted text before you send it or rely on it.
Nothing in the Service is legal, medical, tax, or financial advice. No fiduciary, professional, or advisory relationship is created by your use of Nimva.
6. Recording other people
You are solely responsible for complying with laws that govern the recording of communications in the place where you are and in the place where any other participant is. Some jurisdictions permit recording of a private conversation with the consent of one party. Other jurisdictions, including certain states of the United States, require the consent of every party. You will not use Nimva to record a conversation covertly where that recording is unlawful. Nimva does not obtain consent from any other person for you, and does not monitor the room in which you speak.
7. Acceptable use
You will not:
- use the Service in violation of law, or to assist another person to do so;
- circumvent licence checks, share a paid licence beyond the Macs the plan allows, or interfere with billing;
- probe, scan, or attack Nimva, Stripe, or Supabase systems, except to send a good-faith security report to hello@nimva.app;
- use rewrite, or any connected model provider, in violation of that provider’s terms, or to generate unlawful content;
- use the Service to infringe another person’s intellectual property or privacy rights.
We may suspend or end access if we reasonably believe you have breached these Terms, or if a payment fails and is not cured. A licence is revoked after a refund is granted, as set out in the Billing policy. These remedies are in addition to any other remedy available at law, to the extent the law allows.
8. Plans and payment
Paid plans, the seven-day trial, taxes, automatic renewal, cancellation, the Founder Pass, and refunds are set out in the Billing policy and are shown again at Stripe Checkout before you pay. Advertised prices are in United States dollars and exclude tax. The Checkout page shows the amount to be charged, including applicable tax, before you confirm.
9. Your content
You retain your rights in text you dictate and in optional dictionary entries. You grant us a limited, non-exclusive licence to host account data, licence records, and, only if you enable it, dictionary backup, solely to provide the Service. We do not claim ownership of your transcripts. We do not receive dictation audio for recognition.
10. Updates
We may provide software updates. Signed and notarized builds are the supported method of installation. Unsigned or ad hoc builds are not supported for paid use. An update may be required for a licence check or a security correction to function. We do not promise that every prior version will remain usable.
11. Disclaimer of warranties
To the maximum extent permitted by the laws of the Province of Ontario, the federal laws of Canada, and any other law that applies to you, the Service is provided “as is” and “as available.” We disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement, except any warranty that a statute does not allow us to disclaim. We do not warrant that recognition will be accurate, that the Service will be uninterrupted or error-free, or that rewrite output will be correct or complete.
If you are a consumer, mandatory rights under the laws of your province, state, or country still apply, including rights under the Consumer Protection Act, 2002 (Ontario), the Consumer Protection Act (Quebec), and comparable laws elsewhere. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by contract.
12. Limitation of liability
To the maximum extent permitted by law, Nimva and Devxnext Canada Inc., and their directors, officers, and employees, are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, data, goodwill, or business interruption, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility.
To the maximum extent permitted by law, our total aggregate liability for all claims arising out of the Service in any twelve-month period is limited to the fees you paid to us for Nimva in that period. If you paid no fees, that cap is zero, except where the law requires a different minimum.
These limits do not apply where the law forbids them, including non-waivable consumer rights and liability for fraud or wilful misconduct. These Terms do not require you to waive participation in a class proceeding where such a waiver would be unenforceable against a consumer.
13. Indemnity
If you use Nimva for a business, you will indemnify and hold harmless Devxnext Canada Inc. from claims, losses, and reasonable legal fees arising from your unlawful recording, your content, or your breach of these Terms, except to the extent caused by our fraud or wilful misconduct. This indemnity does not apply to a consumer to the extent the law of that consumer’s home jurisdiction does not allow it.
14. Export and sanctions
You will not download or use Nimva if you are located in a country, or are a person, with whom Canadian, United States, or other applicable export-control or sanctions law forbids the transaction, or if you are a denied or restricted party. You are responsible for compliance with those laws.
15. Changes to these Terms
We may update these Terms. We will change the effective date above. For a material change, we will give notice in the application, on the website, or by email before the new terms apply, where the law requires notice. If you do not agree, stop using Nimva and cancel any subscription. Continued use after the effective date is acceptance, except where the law requires a new agreement.
16. Governing law and disputes
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules that would apply the law of another place. Subject to the next paragraph, the courts of the Province of Ontario have exclusive venue.
You may bring an eligible claim in the small-claims court or consumer tribunal of your home province or country if the law of that place provides that we cannot require Ontario courts. If you are a consumer in Quebec, the Consumer Protection Act (Quebec) applies to a consumer contract of adhesion formed there, and you may submit a dispute to the courts of Quebec. If you are a consumer in the European Union, you may use the European Commission’s online dispute-resolution platform, and you retain the protection of mandatory consumer law in your country of residence.
We do not require binding arbitration as a condition of using Nimva.
17. General
If a provision of these Terms is held unenforceable, the remainder continues in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a reorganization, merger, or sale of the business, provided your rights under applicable consumer law are not reduced. These Terms, together with the Privacy Policy and the Billing policy, are the entire agreement regarding the Service and supersede prior oral statements about the same subject, except for a specific written offer shown at Checkout for that purchase.
18. Contact
Devxnext Canada Inc.
7030 Woodbine Avenue, Suite 500
Markham, Ontario L3R 6G2
Canada
hello@nimva.app