Terms of Service

By accessing or using the Nomiqon platform, API, website, or any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms") and our Privacy Policy, which is incorporated herein by reference. If you are using the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms, and references to "you" will mean both you and that organization.

If you do not agree to these Terms, you must not access or use the Services. We reserve the right to modify these Terms at any time. Continued use of the Services after changes become effective constitutes your acceptance of the revised Terms.

Nomiqon provides a Programmable Spending Infrastructure and Identity Protocol that allows developers and organizations to issue cryptographic identities and funded USDC stablecoin accounts to autonomous AI agents and automated workflows. The Services include:

Agent Identity Issuance

Creation and management of cryptographic agent identifiers (IDs) that can be used to authenticate and authorize autonomous AI workflows to perform financial operations within defined parameters.

Programmable Spending Controls

Tools to define, enforce, and monitor spending policies including daily limits, total budget caps, allowed API endpoints, and automated suspension triggers for AI agent wallets.

USDC Wallet Infrastructure

Custodial and non-custodial wallet services backed by USDC stablecoin, settled on the Solana blockchain, providing near-instant, low-cost transaction settlement for agent-initiated payments.

Developer API

A REST API and SDK ecosystem enabling programmatic management of agent identities, wallets, spending policies, and real-time transaction monitoring via webhooks.

3.1 Eligibility

You must be at least 18 years of age to use the Services. By agreeing to these Terms, you represent and warrant that you meet this requirement. The Services are not available to persons or entities that have been prohibited from using financial services under applicable law, or to individuals located in jurisdictions subject to comprehensive sanctions by the U.S. Office of Foreign Assets Control (OFAC), the European Union, or the United Nations.

3.2 Account Creation

Access to certain features requires registration of an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3.3 Identity Verification

Nomiqon may require you to complete identity verification (KYC) procedures before granting access to certain financial features. You agree to provide accurate documentation as requested and understand that failure to complete verification may limit your access to the Services.

You agree to use the Services only for lawful purposes and in accordance with these Terms. You may not use the Services:

Prohibited Activities

To engage in or facilitate money laundering, terrorist financing, fraud, or any other financial crime; to circumvent or disable any security, spending limit, or authorization mechanism; to issue agent identities for purposes of deception, impersonation, or unauthorized access to third-party systems; to reverse engineer, decompile, or disassemble any component of the platform; to conduct denial-of-service attacks or otherwise interfere with the integrity or performance of the Services; or to violate any applicable law or regulation, including securities laws, consumer protection laws, and data protection regulations.

Agent Responsibility

You are solely responsible for the behavior of AI agents or automated workflows you configure and deploy using Nomiqon's infrastructure. Nomiqon enforces the spending policies you define, but you remain responsible for ensuring those agents act in accordance with applicable law and third-party terms of service. Nomiqon is a spending control layer, not an AI oversight authority.

5.1 Funding and Withdrawals

To fund agent wallets, you must transfer USDC to a Nomiqon-managed or self-custodied wallet address as specified in your account settings. Nomiqon is not responsible for errors in funding transactions initiated by you. Withdrawals of unused USDC balances are subject to processing times, identity verification requirements, and applicable fees.

5.2 Platform Fees

Nomiqon charges fees for certain Services, including per-transaction fees, monthly platform fees for advanced API tiers, and fees associated with agent identity issuance. A current fee schedule will be made available in your account dashboard and on our pricing page. We reserve the right to modify our fees upon 30 days' written notice.

5.3 Blockchain Transaction Costs

All transactions settled on the Solana blockchain are subject to network transaction fees ("gas fees") which are not controlled by Nomiqon. These fees are paid by Nomiqon on your behalf and may be included in your overall fee structure or charged separately as disclosed.

5.4 No Financial Advice

Nomiqon does not provide investment, financial, legal, or tax advice. Nothing in the Services constitutes a recommendation to acquire, hold, or dispose of any digital asset or financial instrument. You should consult a qualified financial advisor before making financial decisions.

6.1 Nomiqon IP

The Services, including all software, interfaces, algorithms, branding, documentation, and content, are owned by Nomiqon and protected by copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Services or any Nomiqon intellectual property.

6.2 License to Use

Subject to your compliance with these Terms, Nomiqon grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. You may not sublicense, resell, or otherwise make the Services available to third parties except as expressly permitted by a separate written agreement.

6.3 Your Data and Feedback

You retain ownership of any data you submit to the Services. By using the Services, you grant Nomiqon a limited license to process your data for the purpose of providing the Services. If you submit feedback or suggestions to Nomiqon, we may use such feedback without restriction and without obligation to you.

Your use of the Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy. You should review the Privacy Policy carefully before using the Services.

The Services may integrate with or link to third-party services, including the Solana blockchain, USDC issuer (Circle), API providers, and developer tools. Nomiqon does not control these third-party services and is not responsible for their availability, accuracy, content, or practices. Your use of any third-party service is governed by that party's terms of service and privacy policy. The inclusion of a third-party integration in the Services does not constitute an endorsement by Nomiqon.

9.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NOMIQON DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT DEFECTS WILL BE CORRECTED.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NOMIQON, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF NOMIQON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Cap on Liability

IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, NOMIQON'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT WILL NOMIQON'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO NOMIQON IN THE THREE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

You agree to defend, indemnify, and hold harmless Nomiqon and its officers, directors, employees, agents, and licensors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of or inability to use the Services; (b) your violation of these Terms; (c) your violation of any third-party right, including intellectual property rights or privacy rights; (d) any AI agent or automated workflow you deploy using Nomiqon's infrastructure; or (e) any breach of your representations or warranties under these Terms.

11.1 Termination by You

You may terminate your account at any time by contacting us at hello@nomiqon.com. Upon termination, your right to access the Services will cease immediately. We will process the return of any uninvested USDC balances subject to applicable fees, identity verification, and a reasonable processing period.

11.2 Termination by Nomiqon

Nomiqon reserves the right to suspend or terminate your access to the Services at any time, with or without cause and with or without notice, for conduct that we determine, in our sole discretion, violates these Terms, harms Nomiqon or other users, or is otherwise objectionable. Upon termination for cause, any outstanding balances may be subject to a hold pending investigation.

11.3 Effect of Termination

Sections of these Terms that by their nature should survive termination — including Sections 6 (Intellectual Property), 9 (Disclaimers), 10 (Indemnification), 12 (Governing Law), and 13 (Dispute Resolution) — will survive any termination of these Terms.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. You agree that any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Delaware, and you hereby consent to the personal jurisdiction and venue therein.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or to the use of the Services, will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted in English in Delaware. The arbitrator's award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver

YOU AND NOMIQON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

We reserve the right to modify these Terms at any time. When we make material changes, we will update the effective date at the top of these Terms and notify you by email or by posting a prominent notice on the platform. Your continued use of the Services after any changes to these Terms constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Services.

If you have questions, concerns, or complaints about these Terms, please contact us at:

Nomiqon

Legal Team

legal@nomiqon.com

hello@nomiqon.com