1The Short Version

Here is what matters most in these Terms. It does not replace the full text, but if you read only one section, read this one.

Check what the AI writes: Models produce code that looks right and is not. Review and test it before you rely on it. I cannot take responsibility for what happens if you ship it unchecked.
The agent really does act on your machine: It edits files, runs commands, installs dependencies. Use version control, back up anything important, and think about what permissions you grant before you let it run.
This is a one-person product: There is no 24/7 on-call team and no uptime guarantee. I will do my best to keep it solid and fix things quickly, but please do not bet critical operations on it never failing.
Compensation is capped: If something does go wrong, the cap is what you actually paid me over the past 12 months, or USD 100, whichever is higher. That is the limit an individual operator can carry.
BYOK is free: With your own API key, requests never touch my servers — I cannot see your code, and you settle directly with the model provider.

2Who These Terms Bind

Neox is an independent developer operating under the name Neox — not a company, but a product built by an independent developer. These Terms cover the Neox desktop client, command-line interface (CLI), website, APIs, and related cloud services (the "Service").

By creating an account, downloading the client, or otherwise using the Service, you accept these Terms along with the Privacy Policy and the Acceptable Use Policy. If you do not accept them, please do not use the Service.

If you are using Neox on behalf of a company or team, you need the authority to make that decision for them — and "you" below includes that organization.

3Eligibility and Accounts

You must be at least 18 years old, or the age of legal majority in your jurisdiction, to use the Service. The Service is not directed to children under 16, and we do not knowingly collect their personal information.

Most features require an account. You agree to provide accurate, current, and complete registration information and to keep it up to date.

You are responsible for all activity under your account, including safeguarding your credentials. Notify us immediately of any unauthorized use. We are not liable for losses arising from your failure to protect your credentials.

One free account per person. Creating multiple accounts to circumvent usage limits — including via disposable email addresses or automated signup — may result in termination of all related accounts.

4The Service and Plans

Neox is an AI coding and automation workspace. The Service is offered in three ways:

BYOK (bring your own key) — free: You supply your own API keys from third-party model providers (such as OpenAI or Anthropic). Client functionality is provided free of charge in this mode. You pay that provider directly and are bound by their terms. We are not responsible for their availability, pricing, or output.
Subscription — paid: You subscribe to a plan and, in the Neox clients, access model capabilities (including text, image and speech) through the Neox gateway, metered against your plan allowance. In this mode we are your service provider.
Neox Platform — pay as you go: You prepay a platform balance and call models with a Neox Platform API key from any client or your own programs, charged on actual usage at the published prices. The balance can also cover extra usage after your plan allowance runs out (you can turn this off at any time).

Models in subscriptions and the Neox Platform are provided by third-party providers (and their resellers and aggregators). We decide, based on upstream supply, which models are available, which providers serve them, and each plan's allowance and multipliers, and we may add, remove, replace or adjust any of these at any time; the live description in the client and on the pricing page is authoritative. Outages, rate limits, quality changes, output and data handling by third-party providers are outside our control, and we are not responsible for them.

We may add, modify, or discontinue any part of the Service. For material changes that meaningfully degrade a paid feature, we will give you reasonable advance notice. Free features may change or end at any time without notice.

The Service is provided on an "as available" basis. We do not commit to any specific uptime unless covered by a separately signed service level agreement (SLA).

5AI Output: Important Disclaimers

This is one of the most important sections of these Terms. Please read it in full.

The Service uses large language models to generate code, text, images, and other output ("Output"). Generative AI has inherent limitations that cannot currently be eliminated.

Output may be inaccurate, incomplete, outdated, or entirely fabricated while appearing plausible (commonly called "hallucination").
Output may contain security vulnerabilities, performance defects, license-incompatible code, or content that fails your industry's compliance requirements.
Identical or similar prompts may produce similar Output for other users. Output is not exclusive and is not guaranteed to be unique.
Output does not constitute legal, financial, medical, tax, or any other professional advice.

You must review, test, and validate Output before relying on it. You are solely responsible for the consequences of using Output — including deploying it to production, merging it into a codebase, or publishing it. Never use Output in safety-critical, medical, financial, or other high-risk contexts without qualified human review.

We make no representation or warranty as to the accuracy, merchantability, fitness for a particular purpose, or non-infringement of any Output.

6Agent Actions on Your Device

Neox reads and writes files and executes commands on your machine within the permissions you grant. Please understand what that means.

Agent capabilities include reading and modifying files, running shell commands, installing dependencies, making network requests, and interacting with external tools you configure. These actions run on your device under your operating system user account.

You decide what permissions to grant the agent, and in which directory and on which machine to run it.
You are responsible for backing up important data and using version control before allowing autonomous execution.
We provide sandboxing and approval controls as additional protection. These are defense-in-depth measures, not a security guarantee, and do not replace your own judgment.
You must not run the agent against systems you are not authorized to access.

To the maximum extent permitted by law, we are not liable for data loss, file corruption, system changes, unintended outbound requests, or third-party charges resulting from agent actions.

7Third-Party Models and Your Own Keys

The Service integrates with third-party model providers. In BYOK mode you have a direct contractual relationship with that provider and must comply with their terms and usage policies.

Your API keys are encrypted and stored locally. In BYOK mode we do not transmit your keys to our servers and do not bill on your behalf.

You are solely responsible for all charges incurred with your own keys. We are not liable for third-party provider downtime, rate limiting, account suspension, price changes, term changes, or the content of their output.

8Subscriptions, Billing, and Taxes

Paid plans are billed in advance on the cycle you select at checkout (monthly or quarterly). Detailed billing, renewal, cancellation, and refund rules are in the Subscription & Refund Policy, incorporated into these Terms.

You can top up a prepaid account balance, used for the Neox Platform pay-as-you-go API and for usage in the Neox apps beyond your plan allowance or not included in your plan (extra usage). It is charged on actual usage at the published prices in effect at the time, and the corresponding requests are rejected once the balance runs out. Expiry, refunds, and your responsibility for API key security are covered in the "Platform Balance (Prepaid)" section of the Subscription & Refund Policy. Top-ups are also processed by the merchant of record described below.

Orders are handled by a merchant of record. Paid subscriptions are sold through Waffo.com Limited, which acts as the merchant of record for the transaction: it takes payment, issues the receipt, collects and remits any applicable sales tax or VAT, and handles chargebacks. That is why the payee shown at checkout is Waffo rather than Neox.

Two consequences. First, taxes included in the price are determined and remitted by the merchant of record under the rules of your location; we do not charge you tax separately. Second, disputes about the payment itself (duplicate charges, chargebacks, payment-method problems) can be raised directly with the merchant of record, or with us first and we will coordinate. Delivery of and support for the Service remain ours.

Subscriptions renew automatically at the end of each cycle unless cancelled before the renewal date.
We may change prices. Price changes take effect at your next renewal cycle, with at least 30 days' advance notice.
Listed prices exclude applicable sales, use, VAT, GST, or withholding taxes unless stated otherwise. Such taxes are your responsibility.
Failed payment may result in suspension of paid features until the balance is settled.

Plan allowances reset on the schedule described on the pricing page (rolling 5-hour and 7-day windows, and the calendar month). Unused allowance does not roll over, has no cash value, and is not transferable unless the plan states otherwise.

9Acceptable Use

Your use of the Service is governed by our Acceptable Use Policy. Prohibited activities include, without limitation: developing malware, gaining unauthorized access to systems, generating illegal content, infringing intellectual property, circumventing usage or safety limits, and automated abuse of the Service.

We reserve the right to suspend or terminate access immediately and without prior notice where we reasonably believe that policy has been violated.

10Intellectual Property

Your content: Code, prompts, files, and data you submit remain yours. You grant us only the limited licence necessary to operate, maintain, and improve the Service — such as transmitting, caching, and displaying it back to you.
Output: To the extent permitted by law, we claim no ownership of Output generated for you. Note that AI-generated content may not be copyrightable in some jurisdictions, and other users may receive similar Output.
Our property: The Service itself — software, interfaces, documentation, trademarks, and brand assets — belongs to us or our licensors and is protected by intellectual property law. These Terms transfer no such rights to you.
Third-party trademarks: OpenAI, GPT, Anthropic, Claude, Google, Gemini, DeepSeek, Kimi, Qwen, GLM and other names and logos are trademarks of their respective owners. We refer to them only to describe compatibility and available models; this does not imply any affiliation with, partnership with, sponsorship by or endorsement from them.
Feedback: Suggestions and feedback you volunteer may be used by us freely, perpetually, and without restriction, with no obligation of confidentiality or compensation to you.

You represent and warrant that you hold the rights necessary to submit your content and that it does not infringe any third-party rights.

11Suspension and Termination

You may cancel your subscription or delete your account at any time from account settings.

We may suspend or terminate your access if you breach these Terms or the Acceptable Use Policy; if your usage poses a security or stability risk to the Service or other users; if you fail to pay; or if required by law.

For serious breaches or unlawful conduct, termination may be immediate and without refund. After termination, data associated with your account is deleted according to the retention periods in the Privacy Policy.

Provisions that by their nature should survive — including intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution — survive termination.

12Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

We expressly disclaim all implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the Service or its servers are free of harmful components. You use the Service entirely at your own risk.

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you. In that case, such warranties are limited to the shortest period permitted by law.

13Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA, CODE, OR CONTENT; BUSINESS INTERRUPTION; OR COST OF SUBSTITUTE SERVICES — EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD 100).

These limitations form an essential basis of the bargain between us and allocate risk between the parties. They apply even if any limited remedy fails of its essential purpose.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so parts of this section may not apply to you. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud, or wilful misconduct.

14Indemnification

You agree to indemnify, defend, and hold harmless NeoX and its affiliates, officers, employees, and agents from any third-party claim, loss, liability, damage, or reasonable expense (including legal fees) arising out of:

your use of the Service, or your use of any Output generated through it;
your breach of these Terms, the Acceptable Use Policy, or any applicable law;
content you submit to the Service or claim rights in;
your violation of any third-party right, including intellectual property and privacy rights.

15If We Disagree

Email me first. Almost everything gets resolved that way — write to the address below, explain what happened, and I will read it properly.

If email does not settle it, both sides should allow sixty (60) days of good-faith negotiation before starting formal proceedings.

If it genuinely cannot be resolved, these Terms are governed by the laws of the operator's principal place of residence, and disputes go to a competent court in the operator's principal place of business.

On class actions: please bring any claim relating to this Service in your own name, rather than as part of a class or representative action. For a one-person project this matters — the cost of defending a class action would end the project outright.

This does not remove your statutory rights. If the law where you live (for example in the EU or UK, or anywhere with mandatory consumer protections) gives you rights you cannot waive — including the right to bring proceedings in your local courts — nothing above takes them away, and local law prevails.

16Export Controls and Sanctions

The Service may be subject to export control and economic sanctions laws of the United States and other jurisdictions. You represent that you are not located in a comprehensively sanctioned country or region and are not on any government restricted-party list.

You may not export, re-export, or transfer the Service to any person, entity, or destination prohibited by law, nor use it in connection with nuclear, chemical, biological weapons, or missile technology.

17Changes to These Terms

We may revise these Terms from time to time. For material changes we will provide at least thirty (30) days' notice by in-product notice or email to the address on your account.

Continued use of the Service after changes take effect constitutes acceptance of the revised Terms. If you do not accept them, stop using the Service and cancel your account before the effective date.

18General Provisions

Entire agreement: These Terms, together with the policies incorporated by reference, are the entire agreement between us regarding the Service and supersede all prior communications.
Severability: If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary, and the remaining provisions stay in full force.
No waiver: Our failure or delay in enforcing any right under these Terms is not a waiver of that right.
Assignment: You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
Force majeure: We are not liable for delay or failure to perform due to causes beyond our reasonable control, including acts of God, war, cyberattack, and infrastructure or third-party provider failure.
Notices: Legal notices to us should be sent to support@neox-dev.com. We deliver notices to you by email to your account address or by in-product notice.