User Agreement

This is an English translation provided for convenience. In case of any discrepancy, the Russian version at https://niva.company/terms prevails.

1. Terms and Definitions

1.1. Service – the NiVa service, comprising the niva.company website with the Profile, the Telegram bot @NiVaAibot (hereinafter, the “Bot”) and Nika’s Telegram account @Nika_NivaAi.

1.2. Contractor – the right holder of the Service who ensures its operation under the designation “NiVa”. Information about the Contractor is provided in the manner established by Section 14 of this Agreement.

1.3. User – a natural person with full legal capacity who has reached the age of 18 and has accepted the terms of this Agreement.

1.4. Nika – a conversational computer program with a defined fictional persona that generates responses automatically using neural network models. Nika is not a human being.

1.5. Account – the User’s account in the Service.

1.6. Profile – the User’s personal section on the niva.company website, available after signing in to the Account.

1.7. User Content – messages, images, voice messages, stickers, reactions, links, files and other materials that the User sends to Nika, to the Bot or to support.

1.8. Offer – the Public Offer for the Provision of Services of the NiVa Service, posted at niva.company/offer.

1.9. Privacy Policy – the Privacy Policy of the NiVa service, posted at niva.company/privacy.

1.10. The terms “Services”, “Tariff”, “Subscription”, “Limit”, “NiVa credits”, “Balance”, “Free Plan”, “Bonus” and “Nika in Chat” are used in the meanings established by the Offer. Terms not defined in this Agreement or the Offer shall be interpreted in accordance with the legislation of the Russian Federation.

2. Subject Matter of the Agreement and Procedure for Its Acceptance

2.1. This User Agreement (hereinafter, the “Agreement”) sets out the terms of use of the Service, as well as the rights and obligations of the Contractor and the User (hereinafter jointly, the “Parties”).

2.2. The Agreement is a contract of adhesion (Article 428 of the Civil Code of the Russian Federation, hereinafter, the “Civil Code”) and may be accepted by the User only as a whole, without any reservations or exceptions.

2.3. The Agreement is deemed accepted from the moment the User performs any of the following actions: confirming in the Bot, by tapping the “Подтвердить” (Confirm) button, that the User has reached the age of 18 and agrees to this Agreement and the Privacy Policy; registering an Account on niva.company. Until such confirmation in the Bot, the User’s messages to Nika are not processed.

2.4. The terms for the provision of Services, including paid Services, and for the provision of the Free Plan are established by the Offer, which is a separate contract. Matters not governed by the Offer are subject to this Agreement. In the event of a conflict between the Agreement and the Offer with respect to the provision of Services, the provisions of the Offer shall apply.

2.5. A person who does not agree with the terms of the Agreement may not use the Service.

3. Registration and Account

3.1. An Account is registered on niva.company in one of the following ways: via Telegram – with sign-in confirmation in the Bot or with a code sent by the Bot; via a Google account; by email address with a confirmation code.

3.2. When registering, the User provides a first name, date of birth and, optionally, a last name. Users who registered earlier provide this information at their next sign-in. The User undertakes to provide accurate information.

3.3. One Telegram account corresponds to one Account. In the “Настройки” (Settings) section of the Profile, one email address and one Google account may be linked to the Account for signing in. A sign-in method linked to another Account cannot be linked again.

3.4. The Subscription, Balance, Free Plan, Bonuses and transaction history are tied to the User’s Telegram account and are shared between the website and the Bot. An Account registered via Google or by email obtains access to them after Telegram is linked in the Profile. The linking is confirmed in the Bot.

3.5. The User keeps access to their Telegram, email and Google accounts secure, does not disclose sign-in codes and buttons to third parties and does not confirm in the Bot any sign-in that the User did not initiate. Upon a sign-in to the website by email, via Google or with a button in the Bot, the Bot sends the User a notification with a button that terminates that sign-in; all sessions can be ended in the Profile.

3.6. The User shall immediately notify the Contractor via support of any unauthorized access to the Account or of any suspected unauthorized access.

3.7. Registering multiple Accounts for the purpose of obtaining the Free Plan or Bonuses again or reusing promo codes is not permitted.

3.8. The User may at any time request deletion of the Account by sending a request to support in the Profile, in the Bot or to privacy@niva.company. Deletion is carried out in the manner established by the Privacy Policy. At the User’s request, information about the Subscription, the Balance and Nika’s memory are deleted together with the Account. Before the Balance is deleted, the User may demand a refund of the cost of unspent paid NiVa credits and of Services not rendered in the manner established by Section 11 of the Offer.

4. Age Restrictions

4.1. The Service is intended exclusively for persons who have reached the age of 18 (18+).

4.2. By accepting the Agreement, the User confirms that the User has reached the age of 18. An Account with a date of birth according to which the User is under 18 is not registered.

4.3. If the date of birth specified at registration or in the Profile of the Account indicates that the User is under 18, the Telegram account linked to such Account does not obtain access to correspondence with Nika. Funds paid for Services not rendered are refunded in the manner established by the Offer.

4.4. If the correspondence with Nika, information saved by Nika or the date of birth specified in the Telegram profile indicates that the User may be under 18, explicit topics in the correspondence with Nika are suspended, and the Bot sends the User a message offering to confirm in the Bot, by tapping the “Мне есть 18” (I am 18) button, that the User has reached the age of 18. Access to correspondence with Nika is not terminated in this case. The suspension is lifted after such confirmation and is reinstated if such information is identified again. The User is responsible for the accuracy of the confirmation.

5. Nature of the Service

5.1. Nika’s responses are generated automatically using neural network models. Nika is not a human being and has no consciousness. Nika’s statements about herself, including about feelings, appearance and life events, are part of her fictional persona.

5.2. Nika’s responses may be inaccurate, incomplete, outdated, fictional or inappropriate and do not express the Contractor’s position. The responses are not reviewed by the Contractor before being sent to the User.

5.3. The Service is not medical, psychological, psychotherapeutic, legal, financial or other professional assistance or advice and does not replace consulting a specialist. The User makes any decisions based on Nika’s responses independently and at the User’s own responsibility.

5.4. In the event of a threat to life or health, including one’s own, emergency services should be contacted immediately at 112.

5.5. The Service operates via the Telegram messenger. To use the Service, the User needs a Telegram account; the User complies with Telegram’s rules. The Contractor is not responsible for the actions of Telegram, including restriction of access to accounts.

5.6. The Contractor takes reasonable measures to ensure uninterrupted operation of the Service. Interruptions in the operation of the Service caused by maintenance work or by failures of Telegram, telecom operators and computing capacity providers are possible. Nika’s response may be sent with a delay, including when processing of a request is retried after a failure. The consequences of interruptions in the provision of paid Services are determined by the Offer.

5.7. Nika saves information from the correspondence in order to take it into account in subsequent conversations. The scope of saved information, the procedure for accessing it and the procedure for deleting it are determined by the Privacy Policy. The User should not tell Nika any information that the User is not prepared to share with the Service.

5.8. The Bot is connected to Nika’s Telegram account and, in direct messages with Nika, sends service messages on behalf of her account: about the need to confirm age and consent, about exhaustion of the Limit or of the weekly limit of the Free Plan, about retries of request processing after a failure, warnings of the NiVa Security Guard protection system and other notifications of the Service. Service messages are generated automatically and are not Nika’s responses. In the cases provided for in clause 4.8 of the Offer, the Bot deletes the User’s messages from the direct messages with Nika for both parties.

6. Rules of Conduct

6.1. The User uses the Service in accordance with the legislation of the Russian Federation, this Agreement and Telegram’s rules.

6.2. The User is prohibited from:

• attempting to gain unauthorized access to the Service, to other persons’ Accounts or to the service instructions that determine Nika’s behavior, as well as circumventing established restrictions, including by means of role substitution, so-called “debug modes” and other techniques;
• falsifying payment information, button presses and Bot responses, or exploiting errors of the Service to obtain access without payment;
• automating correspondence with Nika using programs and scripts, reselling access to the Service or otherwise transferring it to third parties;
• registering multiple Accounts to obtain the Free Plan or Bonuses again or to reuse promo codes;
• sending materials whose distribution is prohibited by the legislation of the Russian Federation, including pornographic materials involving minors;
• threatening, harassing or insulting other persons, or disseminating personal data of third parties without legal grounds, including in group chats with Nika;
• impersonating the Contractor, the administration of the Service or other persons;
• using the Service to commit unlawful acts or to violate the rights and legitimate interests of third parties;
• interfering with the operation of the Service or creating excessive load on it.

6.3. A User who has set up Nika in Chat is responsible for having the right to add Nika to the group chat and must notify the chat participants that an AI companion operates in the chat, which reads the participants’ messages and may remember them.

7. User Content

7.1. The User is solely responsible for User Content and warrants that sending it does not violate the law or the rights of third parties.

7.2. Exclusive rights to User Content, if such rights arise, remain with the User or other right holders.

7.3. By sending User Content, the User grants the Contractor a royalty-free non-exclusive license to use it in the ways necessary for the operation of the Service: storage, reproduction, processing by neural network models, including transfer to persons who operate the models, and use in generating Nika’s responses and maintaining her memory. The license is granted for use throughout the world for the period of storage of User Content established by the Privacy Policy.

7.4. The Contractor does not manually pre-screen User Content. Messages sent to Nika, including text in images and videos, are automatically checked by the NiVa Security Guard protection system for the attempts specified in paragraph two of clause 6.2 of the Agreement (clause 10.5); after the first warning, the User’s messages are also analyzed by a neural network model. The Contractor and the administrators of the Service access correspondence in the cases and for the purposes specified in the Privacy Policy.

7.5. The Contractor may delete User Content that violates the law or this Agreement or may cease processing it.

8. Intellectual Property

8.1. The Service, including the software, the niva.company website, its design, texts and images, the NiVa designation, Nika’s image and character, as well as the service instructions that determine Nika’s behavior, are results of intellectual activity and means of individualization, the rights to which belong to the Contractor or are used by the Contractor on a lawful basis.

8.2. The User may use the Service for its intended purpose within the limits established by this Agreement and the Offer. Any other use of the Service and its elements, including copying, decompilation, extraction of service instructions, distribution and modification, without the written consent of the Contractor is not permitted, except as provided by law.

8.3. Nika’s responses are generated for the User in the course of correspondence. The User uses Nika’s responses at the User’s own risk and is solely responsible for their subsequent use, including compliance with the rights of third parties. The Contractor does not guarantee the uniqueness of Nika’s responses.

9. Liability

9.1. The Parties are liable for non-performance or improper performance of their obligations under the Agreement in accordance with the legislation of the Russian Federation.

9.2. The Contractor is not liable:

• for decisions made by the User based on Nika’s responses, subject to Section 5 of the Agreement;
• for interruptions in the operation of the Service caused by failures of Telegram, banks, telecom operators and other third parties whose actions the Contractor does not control;
• for User Content and the User’s actions in the Service, including in group chats;
• for the consequences of the User giving third parties access to the User’s accounts and of non-compliance with clause 3.5 of the Agreement.

9.3. The limitations of the Contractor’s liability established by this Agreement and the Offer apply to the extent permitted by the legislation of the Russian Federation. They do not limit the User’s rights provided for by Law of the Russian Federation No. 2300-1 of February 7, 1992 “On Protection of Consumer Rights” (hereinafter, the “Consumer Protection Law”) and do not release the Contractor from liability for intentional breach of obligations.

10. Restriction of Access

10.1. If the User violates Section 6 of the Agreement, the Contractor may send the User a warning, restrict certain functions of the Service or suspend the provision of access to the Service (blocking of the Account) in accordance with Article 328 of the Civil Code.

10.2. Access is suspended without prior warning if materials whose distribution is prohibited by law are sent, including materials involving minors, in the event of payment fraud, and in other cases where this is necessary to comply with the law or to protect the Service and other Users.

10.3. A decision to restrict access may be appealed via support. The Contractor considers the appeal within the period specified in clause 13.3 of the Agreement.

10.4. If the Account is blocked, funds paid for Services not rendered, including the cost of unspent paid NiVa credits, are refunded to the User in the manner established by Section 11 of the Offer, without withholding any amounts as compensation for damages. The Contractor may bring claims for compensation of damages caused by the violation in the manner established by law.

10.5. If the NiVa Security Guard protection system detects, in the User’s direct message to Nika, an attempt to obtain Nika’s service information or to circumvent established restrictions (paragraph two of clause 6.2 of the Agreement), the message is deleted from the correspondence for both parties and is not processed by Nika, and the User receives a warning indicating its number. After the third warning, the User’s access to correspondence with Nika is suspended (blocking) without further warning. Warnings and blocking may be appealed in the manner set out in clause 10.3. The procedure for group chats is established by clause 5.9 of the Offer.

11. Personal Data

11.1. The User’s personal data, including correspondence with Nika and Nika’s memory, are processed in accordance with Federal Law No. 152-FZ of July 27, 2006 “On Personal Data” (hereinafter, the “Personal Data Law”) and the Privacy Policy.

11.2. Processing of personal data necessary for the performance of this Agreement and the Offer is carried out on the basis of Clause 5 of Part 1 of Article 6 of the Personal Data Law. Where the law requires the consent of the personal data subject, such consent is given by the User separately in the manner established by the Personal Data Law.

11.3. The Contractor does not sell personal data and does not use correspondence with Nika for advertising.

12. Amendments to the Agreement

12.1. The Contractor may amend the Agreement. A new version is published on this page with its date and enters into force on the date specified in it, but not earlier than its publication.

12.2. The Contractor notifies Users of material changes in advance in the Bot or by email.

12.3. Continued use of the Service after the new version enters into force constitutes the User’s acceptance of it. If the User disagrees, the User may stop using the Service and withdraw from the Services with a refund in the manner established by Section 11 of the Offer.

12.4. An amendment to the Agreement does not change the terms of provision of Services paid for before the new version entered into force. The procedure established by Section 15 of the Offer applies to such Services.

13. Governing Law and Dispute Resolution

13.1. This Agreement and the relations of the Parties arising from it are governed by the law of the Russian Federation.

13.2. The Parties seek to resolve disputes through negotiations. Inquiries and claims are sent to support in the Profile (the “Поддержка” (Support) section), in the Bot (the “Поддержка” (Support) button) or to the email addresses specified in Section 14.

13.3. The Contractor considers an inquiry and sends a response within 10 (ten) calendar days from the date of its receipt, unless a different period is established by law.

13.4. Compliance with the pre-trial procedure is not a mandatory condition for the User to apply to court. Claims for the protection of consumer rights are filed at the User’s choice in accordance with Article 17 of the Consumer Protection Law.

13.5. If any individual provision of the Agreement is held invalid, this does not entail the invalidity of its other provisions.

14. Contractor Information and Contacts

14.1. The Contractor provides services under the designation “NiVa”. The full name, taxpayer identification number and address of the Contractor are provided upon request of the User or of a person intending to enter into a contract with the Contractor. The request is sent to support@niva.company; the information is provided within 10 (ten) calendar days from the date of its receipt.

14.2. Contractor contacts:

• email: support@niva.company – support and general inquiries, billing@niva.company – payments and refunds, privacy@niva.company – personal data;
• website: niva.company; Telegram bot: @NiVaAibot.

14.3. Support is provided in the Profile (the “Поддержка” (Support) section), in the Bot (the “Поддержка” (Support) button) and at support@niva.company.

14.4. The terms of provision of Services are set out in the Public Offer, and the procedure for processing personal data is set out in the Privacy Policy.