Terms of service

Last Modified: March 23, 2026

Welcome to Nuwa Pen!

These Terms of Service (these "Terms") are a legally binding agreement between the party accepting these Terms ("you") and Nuwa Labs, Inc. (including its successors and assigns, "Nuwa," "we," "us," or "our") and apply to (i) the Nuwa Pen hardware ("Nuwa Pen" or "the Product"), (ii) the companion Nuwa+ mobile application (the "App"), (iii) our websites (including nuwapen.com) (the "Site"), and (iv) all related software, cloud storage, AI features, and digital services (collectively with (i), (ii), and (iii), the "Services").

By accessing the Site, placing a pre-order, creating an account, or otherwise accessing or using the Services, you are agreeing to these Terms and acknowledging that you have read and understood our Privacy Notice and Refund Policy, both of which are incorporated herein by reference and available in the footer of our website. YOU CANNOT USE THE SERVICES WITHOUT ACCEPTING THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 15 AND A CLASS ACTION/JURY TRIAL WAIVER IN SECTION 16 THAT REQUIRE, UNLESS YOU OPT OUT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND NUWA. YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THESE PROVISIONS DO NOT APPLY TO CONSUMERS RESIDENT IN THE EUROPEAN UNION - SEE SECTION 15 FOR DETAILS.

1. Eligibility and Accounts

1.1. Eligibility. You may use the Services only if you can form a binding contract with Nuwa, and only in compliance with these Terms and all applicable laws. To use the Services, you must be at least 13 years old and not be located in a country subject to a United States government embargo or designated as a terrorist-supporting country, and not be listed on any United States government list of prohibited or restricted parties. If you are under the age of majority in your jurisdiction, you represent that you have your parent's or legal guardian's permission to use the Services, and that they are agreeing to these Terms on your behalf.

1.2. Use on Behalf of Others. You represent and warrant that these Terms are valid, binding, and enforceable against you. If you use the Services on behalf of another person or entity, including in a commercial, institutional, educational, or classroom setting: (a) all references to "you" throughout these Terms will include that person or entity; (b) you represent that you are authorized to accept these Terms on that person's or entity's behalf; and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us. If an entity, you additionally represent and warrant that you are validly existing and in good standing under the laws of the place of your establishment or incorporation and have full corporate power and authority to execute, deliver, and perform your obligations under these Terms.

1.3. User Accounts. You must register for an account to access the Services. When you register, you must provide accurate account information and promptly update it if it changes. You are solely responsible for all activity on your User Account and for keeping your password and credentials secure. We may accept or reject your account request in our sole discretion.

1.4. Suspension and Termination. We may suspend or terminate your User Account immediately and without prior notice if you materially breach these Terms, engage in fraudulent activity, or if immediate action is required to protect the security or integrity of the Services. For operational reasons unrelated to a breach on your part, we will provide at least 30 days' prior notice before terminating a paid subscription or Lifetime Subscription account. Free tier accounts may be terminated for operational reasons without a minimum notice period, though we will endeavor to provide reasonable advance notice where practicable. To the maximum extent permitted by applicable law, Nuwa will have no liability for any damages, liabilities, or losses as a result of any suspension or termination in accordance with this section.

2. License to Use the Services

2.1. License Grant. Subject to your compliance with these Terms, we grant you a non-exclusive, limited, non-transferable, and freely revocable license to use the Services for your personal, non-commercial use only, unless otherwise agreed by us in writing. This includes the license to install and use the App on devices you own or control. You may not resell, transfer, assign, or sublicense your rights under these Terms to any third party or use the Services to provide services for the benefit of any third party without our prior written consent.

2.2. Restrictions. You agree not to, and will not permit others to: (a) reverse engineer, decompile, or otherwise attempt to discover the source code of the Nuwa Pen firmware or the App; (b) copy, modify, or create derivative works of the Services; (c) sell, resell, rent, lease, or distribute the Services; (d) use the Services for any commercial purpose or for benchmarking against competing products, unless authorized in writing by Nuwa; (e) interfere with the security or integrity of the Services; (f) access or use the Services to design, develop, or build a similar or competitive product; (g) develop any scripts or software that interact with the Services without prior written authorization from Nuwa; or (h) use the Services in any way that violates any applicable law.

3. Orders, Pre-Orders, and Payments

3.1. Orders. We reserve the right to accept or decline any order at our discretion. Your purchases are subject to our Refund Policy, which is incorporated by reference into these Terms. All Orders are subject to acceptance by us, and we reserve the right to refuse or limit any Orders or quantities. Except as expressly set forth in our Refund Policy and to the maximum extent permitted by applicable law, all sales are final.

3.2. Pre-Order Policy. For detailed information regarding pre-orders, including cancellation rights and refund contingencies, please refer to our Refund Policy, available in the footer of our website.

3.3. Taxes and Duties. All prices are exclusive of any taxes, levies, or duties. You are responsible for paying all import duties, VAT, or other taxes imposed by your home country, except for taxes on our net income.

4. Subscriptions and Billing

4.1. Subscription Plans. Nuwa offers different tiers of service:

Standard Tier: All users receive access to core features, including unlimited cloud storage, standard transcription models, and standard export features.
Nuwa+ Subscription: For a recurring fee ($9.99/month or equivalent), users unlock advanced features, including our most advanced transcription models, the AI Assistant, and deep workflow integrations via the Note Agent.
Lifetime Subscription (Pre-Order Customers): Customers who placed a qualifying pre-order receive a Lifetime Subscription to all Nuwa+ features. "Lifetime Subscription" means access to all Nuwa+ features for as long as Nuwa Labs, Inc. continues to offer the Nuwa+ subscription tier as a product. In the event that Nuwa discontinues the Nuwa+ tier, Lifetime Subscription holders will be notified at least 90 days in advance. If the Nuwa+ tier is discontinued, Lifetime Subscription holders will retain access to the core functionality they had at the time of discontinuation, and Nuwa will make reasonable efforts to migrate equivalent features into any successor service tier at no additional cost. Nuwa reserves the right to modify the features included in the Nuwa+ tier from time to time, provided that such modifications do not fundamentally alter the nature of the subscription.

4.2. Billing and Automatic Renewal. Nuwa+ Subscriptions are billed on a recurring basis (e.g., monthly or annually). YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH TERM UNLESS YOU CANCEL IT. By starting a subscription, you authorize us to charge your payment method for the recurring fee. You may cancel your subscription at any time through your account settings. Except as expressly set forth herein, paid fees are non-refundable and non-cancelable. If you are a consumer resident in the European Union exercising your statutory right to cancel within 14 days of your initial subscription purchase, you are entitled to a full refund in accordance with the EU Consumer Rights Directive.

4.3. Effect of Non-Payment. If you fail to pay any fees or amounts due, Nuwa may, without limiting its other rights or remedies: (a) automatically charge your designated payment method; (b) suspend or terminate your account or access to the Services. You will reimburse us for all reasonable costs associated with collection, including attorneys' fees, to the maximum extent permitted by applicable law. This section does not apply to consumers resident in the European Union to the extent that it conflicts with mandatory consumer protection law in your jurisdiction.

5. User Content, Data, and AI Features

5.1. You Own Your Content. You retain all property rights and intellectual property rights to the content you create using the Services ("User Content"). As between you and Nuwa, you own all right, title, and interest in and to your User Content, to the extent protectable under applicable law.

5.2. License to Your Content and Data. To operate and improve the Services, you hereby grant Nuwa and its affiliates a worldwide, royalty-free, fully paid, sublicensable (to our direct service providers and subprocessors as necessary to provide the Services), and transferable (only in connection with a sale, merger, or reorganization of Nuwa's business) license to collect, host, use, access, store, copy, display, process, and create derivative works of your User Content and data to: (a) provide, support, monitor, analyze, and improve the Services; (b) develop and improve Nuwa's products and services, including through the use of aggregated and de-identified data; (c) communicate with you about your account; (d) comply with applicable law and legal obligations; (e) prevent fraud or misuse of the Services; and (f) perform market research and product development using aggregated and de-identified data. This license continues for the duration of your account and terminates when you delete your account and your data has been removed from our systems in accordance with our data retention schedule, except with respect to data that has been genuinely anonymized prior to deletion (which is no longer personal data). We will not review the specific content of your individual notes or User Content for product development or analytics purposes without your consent, except where required by applicable law.

By accepting these Terms, you acknowledge the data collection and processing practices described in our Privacy Notice, including usage timing and session patterns, feature interaction data, hardware diagnostics, error logs, firmware telemetry, and handwriting and stroke data. The Privacy Notice describes how we collect, use, and protect your data, including your rights and choices.

5.3. Aggregated and De-Identified Data. Nuwa may generate, collect, store, use, and disclose to third parties information derived from your use of the Services that has been aggregated and de-identified such that it cannot reasonably be used to identify you ("Aggregated Data"). We apply industry-standard anonymization techniques and conduct re-identification risk assessments. Once data is genuinely anonymized in accordance with applicable law, it is no longer personal data and may be used by Nuwa for analytics, service improvement, machine learning model training, product development, and other lawful business purposes. Prior to anonymization, your data is personal data subject to all rights described in our Privacy Notice, including the right to object to processing for AI and machine learning purposes.

5.4. Your Representations Regarding Data. You represent and warrant that you have all rights, licenses, and permissions necessary to grant the licenses in Section 5.2 and to provide your User Content to Nuwa. You are solely responsible for ensuring that you and Nuwa, to the extent acting on your behalf, have the right to collect, store, use, process, and share your data via the Services, and for providing any required notices to and obtaining any required consents from any individuals whose data you submit.

5.5. The AI Assistant and Output. The Services include AI-powered features that may generate text or other content ("Output"). Both your inputs and the resulting Output are considered User Content under these Terms.

Disclaimer: DUE TO THE NATURE OF MACHINE LEARNING, AI-GENERATED OUTPUT MAY BE INACCURATE, INCOMPLETE, OR OTHERWISE IMPERFECT. YOU MUST INDEPENDENTLY EVALUATE THE ACCURACY AND SUITABILITY OF ANY OUTPUT FOR YOUR USE CASE BEFORE RELYING ON IT.
No Liability: To the maximum extent permitted by applicable law, we are not liable for any damages or losses arising from your reliance on any AI-generated Output. You are solely responsible for any actions you take based on this Output.
Third-Party AI: Our AI features are powered by third-party AI providers. When you use an AI feature, your inputs are shared with these providers to generate the Output. These providers process your data under data processing agreements. Some providers may use inputs and outputs to improve their models in accordance with their own terms. Where a provider's terms permit such use, we will inform you before you use the feature. You may choose not to use AI features if you do not wish your content to be shared with these providers.

6. Intellectual Property

6.1. Nuwa's IP. Excluding your User Content, Nuwa or its licensors own all right, title, and interest, including all related intellectual property rights, in and to the Nuwa Pen hardware design, the App, our trademarks, the Services, and all improvements, modifications, and derivatives thereof. These Terms do not convey to you any rights of ownership in the Services. The App is licensed, not sold, to you. No rights are granted to you in, to, or under Nuwa's intellectual property, whether by implication, estoppel, waiver, or otherwise, except as expressly set forth herein.

6.2. Feedback. If you provide suggestions, recommendations, comments, or other feedback regarding the Services ("Feedback"), you hereby assign to Nuwa all rights, title, and interest in and to such Feedback. Nuwa may use Feedback for any purpose without restriction or compensation to you.

7. Warranty

Your Nuwa Pen is covered by a 2-year limited warranty as detailed in our Refund Policy. EXCEPT FOR THIS EXPRESS WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. NOTHING IN THESE TERMS AFFECTS ANY STATUTORY WARRANTY RIGHTS YOU MAY HAVE UNDER THE MANDATORY LAWS OF YOUR JURISDICTION THAT CANNOT BE EXCLUDED BY CONTRACT.

8. Third-Party Services

The Services may integrate with or contain links to third-party applications or websites ("Third-Party Services"). We are not responsible for and do not endorse any Third-Party Services. Your use of Third-Party Services is at your own risk and subject to their respective terms and privacy policies. To the maximum extent permitted by applicable law, Nuwa will not be liable for any losses, costs, or expenses arising from any Third-Party Services or your compliance or non-compliance with any third-party terms.

9. App Store Terms

9.1. iOS App. If you install, access, or use the Services on a device running Apple's iOS operating system:

These Terms are between you and Nuwa only. Apple is not a party to these Terms and has no obligation to provide maintenance, support, warranty, or product claims with respect to the App. Nuwa, not Apple, is solely responsible for the App and its content.
Your license to use the App is limited to a non-transferable license to use the App on Apple-branded devices you own or control, as permitted by the App Store Terms of Service.
Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance, Apple will have the right to enforce these Terms against you as a third-party beneficiary.
Any questions, complaints, or claims regarding the App should be directed to Nuwa at team@nuwapen.com.

9.2. Android App. If you install, access, or use the Services on a device running Google's Android operating system:

These Terms are between you and Nuwa only. Google is not a party to these Terms. Your use of the App must comply with Google's then-current Google Play Terms of Service.
Google is only a provider of the marketplace through which you obtained the App. Nuwa, not Google, is solely responsible for the App and the Services. Google has no obligation or liability to you with respect to the App or these Terms.
Google is a third-party beneficiary to these Terms as they relate to the Android App.

9.3. Data Collection Consent. By creating an account within the App, regardless of platform, you will be presented with a dedicated privacy consent flow that describes our data collection and processing practices before data collection begins. This consent flow is separate from your acceptance of these Terms. You must complete this consent flow to use the Services.

10. Indemnification

You will indemnify, defend, and hold harmless Nuwa Labs, Inc. and its affiliates, officers, employees, and agents (the "Nuwa Parties") against any claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys' fees) arising from or in connection with: (a) your access to or use of the Services; (b) your User Content; (c) your violation or alleged violation of these Terms; or (d) your violation of any applicable law or the rights of any third party. Nuwa reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense. If you are a consumer resident in the European Union, this indemnification obligation applies only to the extent that your actions giving rise to the claim were negligent or willful.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NUWA LABS, INC. OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT NUWA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUWA'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO NUWA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, DEATH, OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE MANDATORY LAWS OF YOUR JURISDICTION.

12. Force Majeure

To the maximum extent permitted by applicable law, Nuwa shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, natural disasters, supply chain disruptions, governmental actions, sanctions, trade restrictions, telecommunications or internet failures, cyberattacks, or any other event beyond our reasonable control. We will notify you of any such delay and resume performance as soon as reasonably practicable.

13. Confidentiality

You may be exposed to non-public, proprietary, or confidential information belonging to Nuwa in connection with your use of the Services ("Confidential Information"). You agree to protect Confidential Information using at least commercially reasonable care, not to disclose it to any third party, and not to use it for any purpose other than your authorized use of the Services. Feedback you provide to Nuwa, even if marked confidential by you, shall not be treated as confidential by Nuwa and shall be governed by Section 6.2.

14. Governing Law

If you are a consumer resident in the European Union, United Kingdom, Switzerland, or any other jurisdiction where mandatory consumer protection laws apply, the laws of your country of residence apply to the extent required by mandatory consumer protection law, and you retain the benefit of any protections afforded to you that cannot lawfully be excluded or waived by contract. Nothing in these Terms shall be construed to deprive you of such protections.

For all other users, these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

15. Dispute Resolution and Mandatory Arbitration

15.1. EU, UK, and Consumer Jurisdiction Carve-Out. If you are a consumer resident in the European Union, United Kingdom, Switzerland, or any other jurisdiction where mandatory arbitration clauses in consumer contracts are prohibited or unenforceable under applicable consumer protection law, Sections 15 and 16 do not apply to you. In such cases, disputes shall be resolved by the competent courts of your country of residence, and you may bring claims in your local courts in accordance with applicable law.

15.2. Informal Resolution. For all other users, before initiating arbitration, you and Nuwa agree to first attempt to resolve any dispute informally. The party asserting a claim shall send written notice to the other party describing the nature and basis of the claim and the relief sought. The parties will attempt in good faith to resolve the claim within 30 days of receipt of such notice. The statute of limitations and any filing fee deadlines shall be tolled during this 30-day period.

15.3. Mandatory Arbitration. If informal resolution fails, you and Nuwa agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, as modified by these Terms. Arbitration shall be conducted in the State of Delaware. The arbitrator shall have authority to grant any remedy that would otherwise be available in court. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.4. Opt-Out. You have the right to opt out of this Arbitration Agreement within 30 days of first accepting these Terms by emailing team@nuwapen.com with your full name and a clear statement of your intent to opt out. Upon receiving your opt-out notice, we will send a confirmation within 5 business days. If you do not receive a confirmation within 5 business days, please contact us again. Opting out does not affect any other provision of these Terms.

15.5. Limitation on Claims. To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms or the Services must be filed within one (1) year after the claim arose. Claims not filed within this period are permanently barred. This limitation does not apply where mandatory law provides a longer limitation period, including but not limited to the statutory warranty period and consumer protection limitation periods applicable in your jurisdiction.

16. Class Action and Jury Trial Waiver

FOR USERS TO WHOM SECTION 15 APPLIES: YOU AND NUWA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THESE TERMS, YOU AND NUWA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. THIS SECTION DOES NOT APPLY TO CONSUMERS IN JURISDICTIONS WHERE SUCH WAIVERS ARE PROHIBITED BY MANDATORY LAW.

17. General Provisions

17.1. Changes to Terms. We reserve the right to modify these Terms at any time. We will notify you of material changes via email or a notice within the App. Your continued use of the Services after such notice constitutes your acceptance of the updated Terms, except that for any changes that materially affect how we process your personal data, we will seek your explicit consent separately and will not rely on continued use as acceptance. Changes to these Terms will not apply to any dispute between you and Nuwa arising prior to the date such changes were posted.

17.2. Entire Agreement. These Terms, together with the Privacy Notice and Refund Policy, constitute the entire agreement between you and Nuwa regarding the Services and supersede all prior proposals, understandings, and agreements relating to the same subject matter. In the event of any conflict between these Terms and the Privacy Notice or Refund Policy, these Terms shall prevail unless otherwise required by applicable law.

17.3. Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction. Any invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties as closely as possible.

17.4. Waiver. Either party's delay or failure to exercise any right under these Terms shall not constitute a waiver of that right or any other right.

17.5. Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder without Nuwa's prior written consent. Nuwa may freely assign these Terms, including to its affiliates or in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section will be null and void.

17.6. Independent Contractors. Nothing in these Terms creates a joint venture, partnership, employment, or agency relationship between you and Nuwa.

17.7. No Third-Party Beneficiaries. Except as expressly set forth in Section 9 with respect to Apple and Google, nothing in these Terms creates any third-party beneficiary rights.

17.8. Contact. Questions about these Terms should be sent to team@nuwapen.com.

Appendix A: Notice Regarding Nuwa Spatial B.V.

You acknowledge that Nuwa Labs, Inc. is a separate legal entity from Nuwa Spatial B.V., which was declared bankrupt on May 6, 2025. Nuwa Labs, Inc. is not responsible for any liabilities of Nuwa Spatial B.V. The handling of pre-orders placed with Nuwa Spatial B.V. before May 7, 2025, is governed exclusively by the special arrangement communicated to those customers via email. A copy of this arrangement is available upon request by emailing marc@nuwapen.com. The version of the arrangement in effect at the time of the customer's pre-order governs. All other sections of these Terms apply to all users of the Services, regardless of purchase date.