--- lang: en title: "Platform Terms of Use" url: https://nabrio.com/legal/terms-of-use canonical: https://nabrio.com/legal/terms-of-use updated: 2026-10-27 publisher: Nabrio Co., Ltd. (nabrio.com) --- # Platform Terms of Use These Platform Terms of Use (the **Terms**) govern access to and use of the Nabrio Platform. They are the legal core of the Nabrio document stack. Volatile commercial detail sits in the Policies, which these Terms incorporate by reference, and in each Order Form. ## 1. Acceptance of Terms ### 1.1 Binding Agreement These Terms form a binding agreement between **Nabrio Co., Ltd.**, a company incorporated under the laws of Thailand with its registered office at 52/25 Supalai Suanluang, Chaloem Phrakiat Rama 9 Road, Prawet, Bangkok 10250, Thailand (**Nabrio**, **we**, or **us**), and the individual or legal entity that accesses or uses the Platform (the **Customer** or **you**). ### 1.2 Act of Acceptance You accept these Terms when you: - (a) Click "I agree" or a similar control; - (b) Execute an Order Form that references these Terms; or - (c) Access or use any part of the Platform. _If you accept on behalf of an entity, you represent that you are authorised to bind that entity, and Customer means that entity._ ### 1.3 Electronic Acceptance These Terms may be accepted electronically through any in-product click-through, e-signature, or timestamped acceptance service. Electronic acceptance and electronic signatures are valid and enforceable under the **Electronic Transactions Act B.E. 2544 (2001)**. ## 2. Definitions Capitalised terms have the meanings given below. Commercial terms that are not defined here have the meanings given in the Policies. | Term | Definition | | ----------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | **Affiliate** | An entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests. | | **Documentation** | The user guides, technical references, and policies that Nabrio publishes at `help.nabrio.com`. | | **Machine ID** | The validated hardware identifier used to bind an Offline Slot licence file to a specific hardware profile. | | **Marketplace** | Nabrio's cloud-hosted distribution channel for eligible Components. | | **Order Form** | A document, accepted electronically or in writing, that sets out the Organisation, Tier, Slot quantity, term, price, and any Partner Discount for a transaction and references a version of these Terms. | | **Organisation** | The commercial and administrative unit to which Subscriptions, invoices, Slots, Credits, and user permissions are assigned. | | **Platform** | All proprietary Nabrio software and services, including Nara, Reva, Torii, the Portal, the Marketplace, application programming interfaces, plug-ins, models, firmware, cloud services, on-premise and edge software components, downloadable agents, and the Documentation. | | **Policies** | The Nabrio Platform Policies, the single document published at `help.nabrio.com` comprising the Commercial and Pricing, Acceptable Use, Privacy, Data Processing, and Service Level and Support sections, incorporated into these Terms. | | **Slot** | Nabrio's standardised unit of execution capacity for Nara and Reva, used as the single licensing, entitlement, and metering unit across the Platform, including its Online Slot, Offline Slot, Time-Limited Slot, and Burst Slot subtypes as described in the Policies. | | **Software** | The downloadable, edge, and on-premise components of the Platform (principally Nara and Reva) that run on Customer-owned infrastructure. | | **Subscription** | The Customer's contracted plan for the Platform at a given Tier for a contracted term. | | **Tier** | The commercial packaging level (Free, Home, Standard, or Enterprise) that determines price, entitlements, limits, and support scope. | | **Work Product** | All models, configurations, save and project files, datasets, code, images, video analytics, and other results that the Customer creates, trains, configures, or generates through use of the Platform. | ## 3. Licence Grant and Scope ### 3.1 Grant Subject to payment of all Fees and compliance with these Terms, Nabrio grants the Customer a limited, revocable, non-exclusive, non-sublicensable, and non-transferable licence, during the Subscription term, to access and use the Platform for the Customer's internal business operations, and to install and run the Software on Customer-owned edge and on-premise infrastructure. ### 3.2 Slot-metered Scope The scope of permitted use is determined by the Customer's Slot allocation and Tier, not by a fixed number of installed instances. Each Node and model consumes Slots as described in the Policies. The Customer may run concurrent deployments up to its available Slot balance. ### 3.3 Offline Use Where the Customer's Tier permits, the Customer may operate the Software without an active internet connection using an Offline Slot licence file that is cryptographically bound to a Machine ID for an approved lock period, as described in the Policies. ### 3.4 Customer-owned Compute The Software is designed to run on Customer-owned infrastructure. Nabrio does not charge for, subsidise, or take responsibility for the Customer's hardware, networks, or local or cloud compute, except where a separate written managed-service schedule states otherwise. ### 3.5 Restrictions The Customer shall not: - (a) Sell, rent, lease, sublicense, or redistribute the Software; - (b) Reverse engineer, decompile, de-obfuscate, or attempt to derive the source code of the Software or create derivative works of the Software _(this restriction applies to the Software only and does not restrict the creation or ownership of Work Product)_; - (c) Remove proprietary notices; - (d) Circumvent Slot metering, licence controls, or technical protections; or - (e) Use the Platform to build or train a competing product or service. ### 3.6 Reservation of Rights Nabrio and its licensors retain all title and intellectual property rights in and to the Platform. No rights are granted except as expressly stated in these Terms. ## 4. Work Product and Intellectual Property ### 4.1 Customer Ownership As between the parties, the Customer owns its Work Product and its input data, subject to the third-party and base-model licence terms in Clause 5 and Clause 4.3. ### 4.2 Internal Use The Customer may use its Work Product for its own internal business operations without restriction under these Terms. ### 4.3 Commercialisation Regime The Customer may externally distribute, sublicense, resell, or otherwise commercialise its Work Product only: - (a) Through the Marketplace under the Policies; or - (b) With Nabrio's prior written consent. _In each case, the Customer remains responsible for compliance with, and flow-down of, all applicable third-party and base-model licences. Where a base-model or other third-party licence mandates a distribution method that is incompatible with the Marketplace, the Customer may satisfy that licence directly after giving Nabrio written notice, provided that the Customer does not separately distribute Nabrio's proprietary Software, tools, or Documentation as a standalone product._ ### 4.4 AI Training Restriction The Customer shall not use the Platform, the Software, or any output of the Platform to train, fine-tune, or develop a machine-learning model or service that competes with the Platform, and shall not use Nabrio's proprietary models or methods to do so. ### 4.5 Feedback If the Customer submits feedback, Nabrio may use it on a worldwide, perpetual, irrevocable, royalty-free basis. ## 5. Third-Party and Open-Source Components ### 5.1 Independent Terms Parts of the Platform include third-party and open-source software, models, and datasets, which remain governed by their own licence terms. Those terms are listed in the licence manifest files supplied with the Software (for example, `Nara_Third-Party_Licences.txt` and `Reva_Core_3rd_party_licenses.txt`) and prevail over these Terms for those components. ### 5.2 Non-commercial Base Models Some base models made available through or with the Platform are licensed for non-commercial use only, and the right to use model outputs commercially depends on the Customer's Tier and the underlying base-model licence. The Customer is responsible for confirming the licence status of any base model before commercial use. Tier-level entitlements for commercial-licensed models are set out in the Policies. ## 6. High-Risk and Safety-Critical Use ### 6.1 Not a Certified Safety Device Nara is not a certified safety device. The Platform, including Nara, is a software automation tool. It is not certified, designed, or warranted for use as a safety device, a safety instrumented system, or the sole control in any application where failure could lead to death, personal injury, or catastrophic physical or environmental damage. ### 6.2 Safety Obligations The Customer shall maintain independent, appropriately certified safety, alarm, interlock, and emergency-stop systems that do not depend on the Platform, and shall not rely on the Platform as the sole means of preventing harm. The Customer is responsible for assessing the suitability of the Platform for its intended use and for compliance with applicable safety laws and standards. ## 7. Acceptable Use The Customer shall comply with the Policies, which include the acceptable-use rules and the vision-specific deployment obligations. ## 8. Fees, Orders, and Payment ### 8.1 Orders Fees, Tiers, Slot quantities, and professional services are set out in one or more Order Forms and priced in accordance with the Policies in effect at the time of the Order. ### 8.2 Payment Unless an Order Form states otherwise, Fees are due within **30 days** of the invoice date and exclude VAT, withholding, and similar taxes, for which the Customer is responsible other than taxes on Nabrio's net income. ### 8.3 Price Changes Nabrio may change list prices on at least **30 days' notice** before the Customer's next renewal, effective from that renewal. ### 8.4 Late Payment Overdue amounts accrue interest at the lower of **1.5% per month** and the maximum lawful rate. ## 9. Warranties and Disclaimers ### 9.1 Performance Warranty Nabrio warrants that, during the Subscription term, the Platform will materially conform to the Documentation. The Customer's sole remedy for breach of this warranty is for Nabrio to use reasonable efforts to correct the non-conformity or, if it cannot, to refund pre-paid, unused Fees for the affected service. ### 9.2 Free and Pre-release Free, trial, beta, alpha, and pre-release features are provided **"as is"** with no warranty and no service-level commitment, and are limited to non-commercial evaluation unless Nabrio states otherwise in writing. ### 9.3 Disclaimer Except as expressly stated in Clause 9.1, the Platform is provided **"as is"** and Nabrio disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, and does not warrant that the Platform will be uninterrupted, error-free, or that any Work Product will be accurate or reliable. ## 10. Limitation of Liability ### 10.1 Exclusion Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill. ### 10.2 Liability Cap Each party's total aggregate liability arising under or relating to these Terms in any 12-month period shall not exceed the Fees paid or payable by the Customer for the Platform in the **12 months** preceding the event giving rise to the claim. ### 10.3 Carve-outs The exclusion in Clause 10.1 and the cap in Clause 10.2 do not apply to: - (a) The Customer's payment obligations; - (b) Breach of confidentiality; - (c) A party's indemnification obligations; - (d) Infringement or unauthorised use of the other party's intellectual property; - (e) Gross negligence or wilful misconduct; - (f) Fraud or fraudulent misrepresentation; - (g) Death or personal injury caused by a party's negligence; and - (h) Any liability that cannot be limited under the laws of Thailand. ## 11. Indemnification ### 11.1 By the Customer The Customer shall indemnify Nabrio against third-party claims arising from the Customer's input data, Work Product, breach of these Terms, or violation of law in connection with its use of the Platform. ### 11.2 By Nabrio (Paid Tiers) For Customers on a paid Tier, Nabrio shall defend the Customer against a third-party claim that the Platform, as provided by Nabrio and used in accordance with these Terms, infringes that third party's intellectual property rights, and shall pay damages finally awarded, subject to the cap in Clause 10.2. Nabrio may instead modify the Platform so that it is non-infringing or procure the right to continue using it. This obligation does not apply to claims arising from Work Product, the Customer's data, third-party or open-source components, or use outside these Terms. ### 11.3 Indemnification Procedure The indemnified party shall give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation. The indemnifying party shall not settle a claim in a way that imposes liability or admission on the indemnified party without consent. ## 12. Audit and Compliance Verification ### 12.1 Audit Rights Up to twice per year, on at least **30 days' written notice** for an on-site audit and **10 days' written notice** for a remote audit, Nabrio may verify the Customer's use of the Platform and its compliance with these Terms. Audits are conducted during normal business hours, without unreasonable interference, and in confidence. Nabrio may also remotely monitor usage metrics and licence activations as permitted by the Software. ### 12.2 Non-compliance Remedies If an audit reveals material non-compliance (such as unlicensed use), the Customer shall have **30 days to cure**, shall promptly settle any underpaid Fees with interest under Clause 8.4, and shall pay Nabrio's reasonable audit costs where the underpayment exceeds **5%** of the Fees due. ## 13. Confidentiality and Data Protection ### 13.1 Confidentiality Each party shall protect the other's non-public information with at least reasonable care and use it only to perform under these Terms. This obligation survives for **five years** after termination, and indefinitely for trade secrets for as long as they remain trade secrets. ### 13.2 Personal Data Where the Platform processes personal data, the parties are bound by the data-protection terms in the Policies, including the data-processing terms that apply where Nabrio acts as processor, and shall comply with the **Personal Data Protection Act B.E. 2562** and other applicable data-protection laws. ## 14. Suspension Nabrio may suspend or terminate access immediately and without prior notice for any violation that, acting reasonably, it considers a risk to the security, integrity, or availability of the Platform or to the rights of others. For other violations, Nabrio will use reasonable efforts to give notice first. ## 15. Term and Termination ### 15.1 Term These Terms take effect on the Effective Date and continue until all Orders have expired or been terminated. ### 15.2 Termination for Convenience Either party may terminate an Order or these Terms on **30 days' written notice**, without prejudice to Fees already due. ### 15.3 Termination for Cause Either party may terminate immediately if the other commits a material breach that remains uncured **30 days** after written notice, or becomes insolvent. ### 15.4 Effect of Termination On termination, the Customer shall cease all use of the Platform, destroy or return Confidential Information, and pay all Fees due to the date of termination. Clauses on definitions, intellectual property, fees due, confidentiality, disclaimers, liability, indemnity, governing law, and miscellaneous survive. ## 16. Governing Law and Dispute Resolution ### 16.1 Governing Law These Terms are governed by the laws of the **Kingdom of Thailand**, excluding its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. ### 16.2 Arbitration Any dispute that cannot be resolved by good-faith negotiation shall be finally settled by arbitration under the rules of the **Thailand Arbitration Center (THAC)**, seat Bangkok, in the English language, with a single arbitrator appointed by mutual agreement. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek interim or injunctive relief from a Thai court without waiving this clause. ## 17. Amendments and Notices ### 17.1 Amendments Nabrio may amend these Terms and the Policies by posting an updated version and notifying the Customer. Material changes take effect **30 days** after notice, and continued use after that date constitutes acceptance. Per-deal commercial terms in an Order Form are amended only as that Order Form provides. ### 17.2 Notices - **To Nabrio:** Must be in writing to the registered office above, marked for the attention of the CEO. - **To Customer:** Sent to the contact specified in the applicable Order. ## 18. Order of Precedence If there is a conflict, the following order governs, from highest to lowest: 1. A signed master agreement between the parties (a Master Service Agreement or Commercial Collaboration Agreement) for its negotiated subject matter; 2. The applicable Order Form; 3. These Terms; and 4. The Policies. ## 19. Incorporated Policies By accepting these Terms, the Customer also agrees to the Policies, published at `help.nabrio.com` and forming part of these Terms. The Policies are maintained as a single document, so that updates to their commercial, acceptable-use, privacy, data-processing, or service-level sections do not require changes to these Terms. ## 20. Publicity and References ### 20.1 Customer References Nabrio may identify the Customer by name and logo as a Nabrio customer on its website, in customer lists, and in sales and marketing materials, using the Customer's logo in line with any brand guidelines the Customer provides. The Customer may withdraw this permission by written notice, and Nabrio will stop new use within a reasonable period. ### 20.2 Case Studies and Quotations Any case study, success story, named quotation, or use of the Customer's deployment details, results, or metrics requires the Customer's prior written approval of the specific material, which may be given by email. The Customer grants Nabrio a non-exclusive, royalty-free licence to use the approved material for the purpose and period stated in the approval, and may withdraw that licence for future use by written notice. ### 20.3 Personal Data Where promotional material would include images, video, or other personal data, Nabrio will not publish it without a lawful basis under the **Personal Data Protection Act B.E. 2562**, and the parties will support each other in obtaining any consent required. ### 20.4 Effect on Confidentiality Use of the Customer's name, logo, or approved material in line with this clause is not a breach of Clause 13. ## 21. Miscellaneous - **Assignment:** The Customer may not assign these Terms without Nabrio's written consent, except to a successor of all or substantially all of its business that agrees in writing to be bound. Any other attempted assignment is void. - **Force Majeure:** Neither party is liable for delay or failure caused by events beyond its reasonable control. - **Severability:** If any provision is unenforceable, the remainder stays in effect. - **Entire Agreement:** These Terms, the Order Forms, and the Policies are the entire agreement on their subject matter and supersede prior understandings, subject to Clause 18. - **No Waiver:** A failure to enforce a right is not a waiver of it.