Terms & Conditions

NEX AI, ("NEX AI," "NEX") PROVIDES THE PRODUCTS (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THESE NEX AI GENERAL TERMS AND CONDITIONS (THIS "AGREEMENT" OR THE "TERMS") AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. PLEASE READ THESE TERMS CAREFULLY. BY CLICKING "I ACCEPT", BY EXECUTING OR SUBMITTING ANY ORDER FORM (AS DEFINED BELOW), OR BY ACCESSING OR USING THE NEX AI PRODUCT(S) IN ANY MANNER, CUSTOMER (AS DEFINED BELOW): (A) ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS AND BY SUCH OTHER TERMS, CONDITIONS, POLICIES, AND DOCUMENTS THAT MAY BE INCORPORATED HEREIN BY REFERENCE, INCLUDING, WITHOUT LIMITATION, THE NEX AI PRIVACY POLICY, AVAILABLE AT https://www.nexai.app/privacy-policy; (B) AFFIRMS THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND (C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY'S OR OTHER ORGANIZATION'S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.

2.1 Scope. These Terms shall apply to the licensing of the Nex AI Products, as ordered by Customer in the applicable Order Form. Nex AI extracts text, tables, images, and additional metadata from unstructured files, including but not limited to PDFs, Excels, CSVs.

2.2 Definitions. Capitalized terms not otherwise defined shall have the meaning set forth in this section.

2.2.1 "Acceptance Date" means the date on which Customer signs the Order Form.

2.2.2 "Affiliate" means any individual, corporation, partnership, or business entity that controls, is controlled by, or is under common control by an entity with an ownership of more than 50% of the voting shares.

2.2.3 "Agreement" means, collectively, these Nex AI General Terms and Conditions and the Order Form executed by the parties.

2.2.4 "Authorized User" means a Customer employee or contractor who is authorized by Customer to use the Product on behalf of Customer.

2.2.5 "Customer" means the company defined in the Order Form, which orders the Product and/or to whom, pursuant to an Order Form, the Nex AI Software is licensed to and/or whose Authorized Users access and use the Nex AI SaaS.

2.2.6 "Customer Data" means any data, information, or other content that is made available, by or on behalf of Customer or any Authorized User, for upload to or access, analysis, or processing by the Product.

2.2.7 "Customer System" means any on-premise, private cloud, or other installation environment system, or application owned, operated, licensed or managed by Customer or its Affiliate on which the applicable Nex AI Product is installed or connected with.

2.2.8 "Documentation" means Nex AI's published user documentation that describes the design, functions, operation, or use of the Product ordinarily made available to all its customers.

2.2.9 "Fee" means any fees which Customer is required to pay in accordance with this Agreement and the Order Form.

2.2.10 "High Risk Activity" means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

2.2.12 "Order Form" means the Order Form for Nex AI Software licenses and/or Nex AI SaaS, or any other document as agreed by the parties, specifying the options chosen by Customer for the Product as well as Fees and additional conditions.

2.2.13 "Product" means each of the Nex AI Software and the Nex AI SaaS to the extent provided by Nex AI to Customer pursuant to an Order Form and associated APIs.

2.2.14 "Nex AI SaaS" means any Product made available by Nex AI to Customer as SaaS under the Order Form.

2.2.15 "Nex AI Software" means any software provided by or on behalf of Nex AI in executable code form to Customer pursuant to an Order Form, including such software's components as well as all available technology adapters with respect thereto as defined in the Order Form.

2.2.16 "Nex AI Properties" means the Nex AI SaaS, Nex AI Software and Documentation, including all copies, portions, extracts, selections, arrangements, compilations, adaptations, modifications and improvements thereof, and all derivative works of any of the foregoing.

2.2.17 "Support" means support services in connection with the Product under the respective support plan indicated in the Order Form.

2.2.18 "Term" means the duration of the license subscription for the Product and the Support as set forth in the applicable Order Form.

3.1 Ownership of Intellectual Property. Nex AI retains all rights, title, and interest, including all Intellectual Property Rights, in and to the Nex AI Properties. Customer retains all rights, title, and interest in and to the Customer Data. Customer may not remove, alter, or obscure any proprietary rights notices contained in or affixed to the Nex AI Properties.

3.2 No Rights by Implication. Except for the rights expressly granted in this Agreement, no license or right is granted to Customer by Nex AI by implication or otherwise.

3.3 Feedback. To the extent Customer or any Authorized User provides Nex AI with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Products or other Nex AI Properties (collectively, "Feedback"), Customer hereby assigns and agrees to assign to Nex AI all right, title and interest in and to such Feedback, including any Intellectual Property Rights therein, and acknowledges and agrees that Nex AI is free to use such Feedback in any manner, including by implementing such Feedback in Nex AI's products and services, without compensation or other obligation to Customer or any Authorized User, and without any attribution to Customer or any Authorized User.

3.4 Open Source Component(s). Customer acknowledges that certain software components of the Product may be covered by open source licenses as promulgated by the Open Source Initiative or as promulgated by the Free Software Foundation ("Open Source Component"). To the extent required by such open source license for respective Open Source Component, the terms of such license will apply to such Open Source Component in lieu of the relevant provisions of this Agreement. If such open source license prohibits any of the restrictions in this Agreement, such restrictions will not apply to such Open Source Component. Nex AI shall provide Customer with a list of Open Source Components upon Customer's request.

4.1 Payment Terms. Except as otherwise set forth in an Order Form, Fees will be due and payable thirty (30) days after Customer's receipt of an undisputed invoice. Customer shall provide Nex AI with accurate billing and contact information and notify Nex AI of any changes to such information. All Fees are non-refundable and non-cancellable except as otherwise set forth herein.

4.2 Renewal Term Fees. Nex AI reserves the right to modify the Fees payable by Customer for any Order Form renewal upon at least sixty (60) days' written notice to Customer prior to expiration of the applicable Order Form's then-current Term.

4.3 Subscriptions and True up. Except as otherwise provided in the applicable Order Form:

(i) Product licenses are purchased for the Term stated therein;

(ii) additional license quantities may be added during a Term at the same pricing as the underlying subscription and shall be co-terminated and prorated for the remainder of the applicable Term. License quantities cannot be decreased during the Term. If Customer's actual license usage exceeds the license usage quantity (determined monthly) set forth in the Order Form, Nex AI will notify Customer (email sufficing) of such overage and will invoice Customer the Fees for the excess license usage, prorated for the remainder of the then-current Term.

4.4 Interest. If any Fees payable under this Agreement are not paid when due then, without prejudice to Nex AI's other rights under this Agreement, that sum will bear interest from the due date until the date when payment is received by Nex AI, both before and after any judgment, at the rate of one and a half percent (1.5%) per month, or if lower the maximum rate allowed by applicable law. In the event Customer in good faith disputes any Fees due under any invoice issued by Nex AI, Customer shall pay the undisputed amount, and the parties shall use diligent efforts to resolve any such dispute. Nex AI will also be entitled to recover from Customer the costs and expenses incurred in connection with collecting any undisputed Fees (including without limitation costs of investigation, collection agency, court and attorneys' fees).

4.5 Resellers and Payment Processors. Customer may elect to purchase certain Products through a reseller authorized by Nex AI to resell the Products ("Reseller") or elect to pay for the Products through a third party that processes Customer's payments (each a "Payment Processor"). Customer's obligation for payment to, and relationship with, such Reseller or Payment Processor is between Customer and such Reseller or Payment Processor and is governed by the Customer's agreement with such Reseller or Payment Processor. If Customer elects to use a Reseller or Payment Processor in connection with the Products, Customer acknowledges and agrees that information about Customer, this Agreement and any Order Forms may be disclosed to such Reseller or Payment Processor.

4.6 Taxes. All payments, Fees, and any other charges payable by Customer to Nex AI under this Agreement are exclusive of all local, state, federal and foreign taxes, levies and duties of any nature, including sales, goods and services, value added, property, excise, withholding and use taxes (collectively, "Taxes"). Customer shall bear, and is responsible for paying, all Taxes imposed on Customer or Nex AI arising out of this Agreement, excluding any tax based on Nex AI's net income.

4.7 Trials. Customer's subscription to the Product may be preceded by a trial (a "Trial"). If Customer receives a Trial, Customer may only use those portions of the Product included in the Trial and only for the duration of that Trial, in each case as communicated by Nex AI to Customer in writing, and only for the purpose of evaluating the desirability of purchasing a subscription to the Product. Upon the expiration of any Trial, Customer's access to the Product will cease, except to the extent Customer has purchased and/or registered for a subscription license under an Order Form in accordance with the terms hereof.

5.1 Limited Warranty. Nex AI warrants to Customer that, as applicable,

(i) the Nex AI Software will conform in all material respects to the applicable Documentation in effect on the Acceptance Date during the first three (3) months of this Agreement, provided the Nex AI Software is used in accordance with the Documentation and the terms of this Agreement; and

5.2 Representation. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

5.3 Remedy. If the Product does not conform to the warranty as provided in Section 5.1 during the applicable warranty period set forth in Section 5.1, Nex AI will, as its sole and exclusive obligation and as Customer's sole and exclusive remedy for breach of this warranty, at Nex AI's election

(i) use commercially reasonable efforts to correct such nonconformity provided the non-conformance can be recreated by Nex AI or

(ii) replace the nonconforming Product or

(iii) if Nex AI is unable to accomplish either of the foregoing in a commercially reasonable amount of time, Nex AI may terminate the Order Form for the affected Product and Customer shall be entitled to a pro-rata refund of the Fees paid corresponding to the period of discontinuation of the affected Product upon receipt of a letter from Customer certifying de-installation of the nonconforming Nex AI Software and/or discontinuation of the Nex AI SaaS. Customer shall notify Nex AI in writing, specifically describing the non-conformity of the Product within the warranty period and Nex AI shall verify the existence of such non-conformity before Nex AI proceeds as set forth in this Section 5.3.

5.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Nex AI PROPERTIES ARE PROVIDED BY Nex AI "AS IS" AND ON AN "AS-AVAILABLE" BASIS, AND NEITHER Nex AI NOR ITS THIRD-PARTY LICENSORS MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, BY STATUTE, USAGE, TRADE CUSTOM, OR OTHERWISE WITH RESPECT TO THE Nex AI PROPERTIES, AND Nex AI DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS RELATING THERETO INCLUDING, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. Nex AI DOES NOT GUARANTEE THAT ANY OF THE Nex AI PROPERTIES WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED OR MEET CUSTOMER'S REQUIREMENTS. Nex AI DOES NOT GUARANTEE COMPLETE ACCURACY FOR EXTRACTED OUTPUTS, ESPECIALLY ERRORS CAUSED BY LIMITATIONS WITH ITS OCR AND VISION MODELS PIPELINES. AS BETWEEN CUSTOMER AND Nex AI, CUSTOMER ASSUMES ALL RISK IN CONNECTION WITH ITS USE OF, INTERPRETATION OF, AND RELIANCE ON THE Nex AI PROPERTIES AND ALL CONTENT, RESULTS, AND OUTPUTS GENERATED THEREBY, AND ALL DATA AND INFORMATION MADE AVAILABLE, ACCESSIBLE, OR EXPORTABLE VIA THE PRODUCTS. CUSTOMER EXPRESSLY AGREES AND ACKNOWLEDGES THAT PERFORMANCE OF THE PRODUCTS AND THE DEVELOPMENT, DELIVERY AND AVAILABILITY OF ANY OUTPUTS THEREOF IS DEPENDENT UPON AND SUBJECT TO THE AVAILABILITY OF CUSTOMER DATA. Nex AI SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY CUSTOMER DATA, OR FOR ANY LOSS, DAMAGE, OR OTHER ISSUE CAUSED BY THE UNAVAILABILITY, INCOMPLETENESS, OR INACCURACY OF THE SAME, WHETHER CAUSED BY CUSTOMER OR ANY THIRD PARTY.

5.5 LIABILITY. EXCEPT FOR ANY UNDISPUTED FEES DUE FROM CUSTOMER, CUSTOMER'S BREACH OF ANY PRODUCT USAGE RIGHTS AND RESTRICTIONS, INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 (INDEMNITY), A BREACH OF SECTION 6 (CONFIDENTIAL INFORMATION AND CUSTOMER DATA), OR IN THE EVENT OF DAMAGE CAUSED INTENTIONALLY OR BY GROSS NEGLIGENCE OR OF DEATH, BODILY INJURY OR DAMAGE TO HEALTH, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, REGARDLESS OF THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, OR THE NUMBER OF CLAIMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW (i) NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY, FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INDIRECT DAMAGES, ANY LOSS OF REVENUES OR PROFITS, LOSS OF DATA OR ANY COST OF COVER ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) EACH PARTY'S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO THE FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER FOR THE PERFORMANCE THAT IS THE SUBJECT OF SUCH CLAIM WITHIN TWELVE (12) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO THE LIABILITY. THE PARTIES AGREE THAT THIS SECTION REFLECTS A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES IN LIGHT OF THE TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREUNDER.

6.1 Indemnity of Customer.




6.2 Indemnity of Nex AI. Customer shall defend, or at Customer's option, settle, any claim, demand, suit, or proceeding made or brought against Nex AI, its directors, employees, and agents by a third party arising out of

(i) Customer's or any of its Authorized Users' violation of this Agreement or applicable law;

(ii) any claim that the Customer Data infringes, misappropriates, or otherwise violates the Intellectual Property Rights or rights of privacy of any third party;

(iii) any submission of Sensitive Content to Nex AI by Customer or any of its Authorized Users;

(iv) any access to or use of the Product by Customer or any of its Authorized Users in a manner that exceeds the scope of the License granted hereunder or that otherwise violates this Agreement; or

6.3 Exclusive Remedy. This section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for relevant claims as described in this section.

7.1 Confidential Information. Any information furnished to one party ("Recipient") by the other party ("Discloser") that

(i) is marked at the time of disclosure as being "Confidential" or words of similar import or

(ii) is identified orally as being confidential or proprietary, or

7.2 Use Restriction and Disclosure. The Recipient shall

(i) not use Confidential Information of the Discloser for any purposes other than for performing its obligations or exercising its rights under this Agreement and

7.3 Data Protection. Each party warrants that it shall use, collect, store and/or process personal data as defined under and in accordance with any applicable data privacy laws ("Personal Data"). Before submitting Personal Data governed by the General Data Protection Regulation ("GDPR"), Customer must enter into a data processing agreement with Nex AI. If the parties have a DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data and the terms of the DPA will control in the event of any conflict with this Agreement.

7.4 Access to Customer Data. Customer understands and acknowledges that the ability of Customer and its Authorized Users to operate and utilize the Product is dependent upon Customer providing or making available for access by the Product all required Customer Data via Customer System(s). As between Customer and Nex AI, Customer is solely and exclusively responsible for obtaining and providing all consents, authorizations, permissions, notices, and access from Customer's environment via Customer System(s), as may be necessary or helpful to facilitate the Product's access to the Customer Data. Customer acknowledges and agrees that Nex AI shall not be liable to Customer or to any third party for any failure, delay, or deficiency in the performance of the Product arising from

(i) any failure by Customer to authorize connection to its environment,

(ii) any system failure or technical deficiency on the part of Customer or its service providers that prevents or limits access by the Product to Customer Data or other necessary Customer content, materials, data or information, or

7.5 No Sensitive Content. Notwithstanding anything herein to the contrary, Customer acknowledges that the Product is not designed to collect, and is not designed with security and access management for processing or storing, any personal information that imposes specific data security obligations on Nex AI for the processing or storage of such data, including, without limitation, any "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, cardholder, payment card, or related information protected by the Payment Card Industry Data Security Standard, social security numbers, driver's license numbers, or other unique and private government ID numbers , "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "special categories of data" as defined under the GDPR, or other information similar to any of the foregoing, however described, as defined under applicable law (each of the foregoing, "Sensitive Content"). Customer shall not, and shall not permit any of its users to, provide or make available any Sensitive Content to Nex AI, or endeavor to submit or make available any Sensitive Content for processing or evaluation through the Product. Customer is solely responsible for all Customer Data and represents and warrants to Nex AI that no Customer Data or other data or content made available by Customer constitutes or contains Sensitive Content. Nex AI makes no representations or warranties with respect to, and disclaims any responsibility or liability for, the Customer Data containing Sensitive Content, and Customer will indemnify Nex AI for any failure by Customer or its users to comply with the requirements of this Section 7.5.

7.6 Storage of Customer Data. Customer agrees and acknowledges that Nex AI is not a provider of data back-up, archiving, or data retention services. As between Customer and Nex AI, Customer is solely and exclusively responsible for the backing up, archiving, and retaining of all Customer Data and any other of Customer's information, data, or materials. Nex AI does not make any representations, warranties, or guarantees that any Customer Data or other of Customer's information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. Nex AI HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CUSTOMER DATA THROUGH OR IN CONNECTION WITH CUSTOMER'S USE OF THE PRODUCT.

8.1 Term. This Agreement will remain in effect during the Term of any unexpired Order Form, unless terminated earlier in writing pursuant to the terms of this section. For the avoidance of doubt, upon the renewal of an Order Form, the term of this Agreement shall be extended accordingly. Order Forms may not be terminated for Customer's convenience during the Term.

8.2 Auto-Renewal. The Term of each Order Form shall automatically renew for successive periods equal to one (1) year or the preceding term, whichever is shorter, at the prior quantity of licenses (including any overages or add-ons), unless either party cancels such renewal by notifying the other party in writing at least sixty (60) days prior to the expiration of the then-current applicable Term, unless otherwise agreed in the Order Form.

8.3 Termination for Breach. Either party may terminate this Agreement and any Order Form immediately upon written notice to the other party, if the other party is in material breach of this Agreement and fails to correct the breach thirty (30) days following written notice from the other party specifying the breach. Notwithstanding anything to the contrary, Nex AI may, alternatively suspend the Product, if Customer violates any Product Usage Rights and Restrictions or if any undisputed sum payable under this Agreement is past due for longer than thirty (30) days.

8.4 Termination for Insolvency. Either party may terminate this Agreement and any Order Form immediately upon written notice to the other party if the other party has a receiver appointed, or an assignee for the benefit of creditors or in the event of any insolvency or inability to pay debts as they become due by the other party, except as may be prohibited by applicable bankruptcy laws.

8.5 Effect of Termination. Expiration or termination of this Agreement will not relieve any party of its obligations to pay any undisputed amounts accrued or otherwise owed under this Agreement and any Order Form. Upon termination or expiration of this Agreement and any Order Form, all licenses or rights granted to Customer hereunder shall terminate and Customer shall not use the Product, and Nex AI shall have no further obligation to provide the Product or Support. Customer shall promptly delete all Nex AI Confidential Information. In addition, no later than sixty (60) calendar days after termination or expiration, Nex AI shall delete Customer's Nex AI SaaS account and all contents therein. Any provision that is intended to continue after termination shall not be affected by the termination of this Agreement.

8.6 Survival. The provisions of the following Sections of this Agreement will survive any expiration or earlier termination of the Agreement: Section(s) 1 (Scope and Definitions), 2 (Ownership), 3.1-3.6 (Fees), 4.4 (Warranty Disclaimer), 4.5 (Limitation of Liability), 5 (Indemnity), 6 (Confidential Information and Customer Data), 7.5 (Effect of Termination), 7.6 (Survival), 8 (with exception of 8.2) (Miscellaneous), 8.14 (Aggregated Statistics Use Rights), 9.2 (Nex AI Software License Restrictions), and 10.2 (Nex AI SaaS Restrictions).

9.1 Notices. All notices and communications between the Parties under, or in connection with, this Agreement ("Notices") shall be in writing, by hand delivery, by nationally recognized courier service or by prepaid certified mail. Customer shall send all Notices to Nex AI to jonathan@nexai.app.

9.2 Publicity. For sole marketing and promotional purposes, Customer agrees that Nex AI may identify Customer as a Nex AI customer in Nex AI's promotional, marketing, or other materials and refer to Customer by name, trade name and trademark as applicable. Customer hereby grants Nex AI a license to use Customer's name and applicable trademarks in accordance with this section. Customer may opt out anytime by emailing jonathan@nexai.app.

9.3 Injunctive Relief. Each party acknowledges and agrees that any breach of its obligations with respect to Confidential Information and Intellectual Property Rights may cause substantial harm to the other party that could not be remedied by payment of damages alone. Accordingly, the other party will be entitled, in addition to any other rights or remedies, to seek injunctive relief in any jurisdiction where damage may occur.

9.4 Exports. Customer shall comply with all applicable export control laws, rules, and regulations with respect to its use of the Product, including the Export Administration Regulations promulgated by the U.S. Department of Commerce. Without limiting the foregoing, Customer shall not export or re-export all or any part of the Product without Nex AI's prior written consent.

9.5 No Waiver. Neither party's failure or delay in exercising any of its rights will constitute a waiver of such rights unless expressly waived in writing.

9.6 Relationship. The relationship between the parties is that of independent contractors, and nothing contained in this Agreement will be construed to constitute as agents, partners, joint ventures, or otherwise as participants in a joint undertaking.

9.7 Force Majeure. Nex AI will not be liable for any delay or failure in the performance of its obligations under this Agreement if the delay or failure is due to any cause outside of Nex AI's reasonable control ("Force Majeure"). If Force Majeure continues for more than sixty (60) days preventing Nex AI from performing, Customer may terminate this Agreement upon written notice to Nex AI.

9.8 Assignment. Neither this Agreement nor any rights granted hereunder may be assigned or otherwise transferred (whether by operation of law or otherwise), in whole or in part, by either party, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. However, no such consent will be required in the event of an assignment to either party's Affiliate, or a merger or a sale of substantially all of a party's assets; provided that the assigning party provides notice as soon as reasonably practicable. The right of assignment granted herein shall apply only to the business of Customer as it existed prior to such assignment or sale. Any attempted assignment will be void and of no effect unless permitted by the foregoing. This Agreement shall inure to the benefit of the parties' permitted successors and assigns.

9.9 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be interpreted in a manner that best reflects the parties' intentions, and the remaining provisions of this Agreement will remain in full force and effect.

9.10 Entire Agreement. This Agreement constitutes the entire agreement between Nex AI and Customer regarding the subject matter hereof and supersedes all prior oral and written communications. It may be executed in one or more counterparts, all of which together will be considered one and the same and may be executed and delivered by facsimile or electronic signature. All amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties, however, modifications to this Agreement may be incorporated by way of specific reference in an Order Form. The terms on any purchase order, confirmation, or similar document submitted by Customer to Nex AI will have no effect and are hereby rejected. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (1) the Order Form, (2) these Nex AI General Terms and Conditions, and (3) the Documentation.

9.11 Governing Law, Jurisdiction and Arbitration.

9.11.1 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, Customer and Nex AI each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. Nex AI will contact Customer at the email address Customer has provided to Nex AI; Customer can contact Nex AI by email at jonathan@nexai.app. If after a good faith effort to negotiate, one party feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

9.12 Waiver of Jury Trial and Class Action Waiver. CUSTOMER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. CUSTOMER AND NEX AI EACH AGREE THAT ANY SUIT, PROCEEDING, OR OTHER ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

9.13 Aggregated Statistics Use Rights. Notwithstanding anything else to the contrary, Customer acknowledges and agrees that, Nex AI may, in accordance with applicable data privacy laws, monitor Customer's and its Authorized Users' use of the Product and may track and compile data and information related to such use, as long as such data is aggregated and anonymized, including, without limitation, statistical and performance information logs related to the provision and operation of the Product ("Aggregated Statistics"). As between Nex AI and Customer, the Aggregated Statistics, and all Intellectual Property Rights therein or relating thereto are and shall remain the exclusive property of Nex AI. Nex AI may, without limitation,

(a) make such Aggregated Statistics publicly available,

(b) use the Aggregated Statistics to the extent and in the manner required by applicable law or regulation, and

(c) use the Aggregated Statistics to maintain, optimize and improve the Products, to develop, improve, or offer other Products, or to otherwise operate Nex AI's business, provided that such Aggregated Statistics does not identify Customer or its Authorized Users.

10.1 Nex AI Software License Usage Rights. Subject to the terms and conditions of this Agreement, including payment by Customer of the Fees, Nex AI hereby grants to Customer, during the Term of the applicable Order Form, a limited, non-exclusive, non-transferable, non-sublicensable worldwide license for its Authorized Users to download, install and use the Nex AI Software on Customer System(s) controlled by Customer or its Affiliate in executable form, solely for Customer's internal business purposes up to the permitted metrics listed in the Order Form. Any license overages will be charged in accordance with Section 4.3. Nex AI shall make a copy of the Nex AI Software electronically available to Customer for download. Access credentials for the Nex AI Software may not be shared with third parties. Customer shall be responsible for all use of the Nex AI Software by Authorized Users.

10.2 Nex AI Software License Restrictions. Customer agrees to access and use Nex AI Software solely for Customer's internal business purposes, in accordance with any Documentation, and in accordance with all applicable laws. Customer shall not, and shall not permit any third party to:

(i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer Nex AI Software or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions);

(ii) provide any third parties with access to any of Nex AI Software, or use any part of Nex AI Software for time sharing or similar purposes for the benefit of any third party;

(iii) sell, resell, rent or lease Nex AI Software;

(iv) remove any copyright or proprietary notices contained in Nex AI Software or any output thereof;

(v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by Nex AI Software;

(vi) access or use (or permit a third party to access or use) Nex AI Software for any High Risk Activities, unlawful purpose or for purposes of monitoring the availability, performance or functionality of Nex AI Software or for any other benchmarking or competitive purposes;

(vii) attempt to gain unauthorized access to Nex AI Software or any related systems, software or networks;

(viii) access Nex AI Software in order to build a competitive product or service, or copy any features, functions or graphics of Nex AI Software;

(ix) use Nex AI Software to transmit viruses or malicious code; or

(x) make any use of, or take any other action with respect to, Nex AI Software or any component thereof in a manner that violates applicable law or any provision of the Agreement. Without limiting the foregoing, Customer further understands and agrees that Nex AI Software shall only be used by Customer for its internal monitoring purposes and may not be used to evaluate any systems or infrastructure which is not owned by Customer. Nex AI may suspend or terminate the license granted herein, and Customer's access to and use of Nex AI Software, or any component thereof, if Nex AI reasonably determines that Customer has violated any term or condition of the Agreement. Customer shall be liable to Nex AI for any violation of the terms and conditions of the Agreement by Customer or by any user or other third party accessing or using Nex AI Software through or on behalf of Customer.

10.3 License Support. Subject to the payment of the Fee in the applicable Order Form, Nex AI shall provide Customer with Support in respect for the Nex AI Software for the applicable Term.

10.4 License Backups. Except for maintaining a single archival copy of the Nex AI Software for backup purposes only, Customer shall not make copies of the Nex AI Software. Nothing herein shall limit or restrict Customer from providing Authorized Users with copies of the Documentation for their internal use, in connection with the license granted in this section.

10.5 Installation. Customer will be responsible for the installation of Nex AI Software, including without limitation all configuration/integration to the Customer System in connection therewith, unless otherwise agreed to by the parties under a professional services engagement as outlined in the Order Form.

11.1 Nex AI SaaS Usage Rights. Subject to the terms and conditions of this Agreement, including payment by Customer of the Fees, Nex AI hereby grants to Customer, during the Term of the applicable Order Form, a limited, non-exclusive, non-transferable, non-sublicensable, worldwide license for its Authorized Users to access and use the Nex AI SaaS, solely for Customer's internal business purposes up to the permitted metrics listed in the Order Form. Any license overages will be charged in accordance with Section 4.3. Nex AI shall make available the Nex AI SaaS over the Internet as SaaS. Access credentials for the Nex AI SaaS may not be shared with third parties. Customer shall be responsible for all use of the Nex AI SaaS by Authorized Users. Customer hereby grants Nex AI a nonexclusive, worldwide, transferable and sublicensable (solely to is sub-processors required to deliver the Product), revocable, royalty-free, fully paid-up license to extract, process, display, copy, store, transmit, modify, and otherwise access and use the Customer Data for purposes of providing Nex AI SaaS and making Nex AI SaaS available to Customer and its Authorized Users, and for such other purposes as may be set forth herein during the Term.

11.2 Nex AI SaaS Restrictions. Customer agrees to access and use Nex AI SaaS solely for Customer's internal business purposes, in accordance with the Documentation, and in accordance with all applicable laws. Customer shall not (and shall ensure that Customer's Authorized Users do not):

(i) copy, reproduce, frame, mirror, modify, decompile, disassemble, create derivative works based on, or reverse engineer Nex AI SaaS or any associated software or materials (except to the extent that applicable law prohibits or restricts reverse engineering restrictions);

(ii) provide any third parties with access to any of Nex AI SaaS, or use any part of Nex AI SaaS for time sharing or similar purposes for the benefit of any third party;

(iii) sell, resell, rent or lease Nex AI SaaS;

(iv) remove any copyright or proprietary notices contained in Nex AI SaaS or any output thereof;

(v) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by Nex AI SaaS;

(vi) access or use (or permit a third party to access or use) Nex AI SaaS for any High Risk Activities, unlawful purpose or for purposes of monitoring the availability, performance or functionality of Nex AI SaaS or for any other benchmarking or competitive purposes;

(vii) attempt to gain unauthorized access to Nex AI SaaS or any related systems, software or networks;

(viii) access Nex AI SaaS in order to build a competitive product or service, or copy any features, functions or graphics of Nex AI SaaS;

(ix) use Nex AI SaaS to transmit viruses or malicious code; or

(x) make any use of, or take any other action with respect to, Nex AI SaaS or any component thereof in a manner that violates applicable law or any provision of the Agreement. Nex AI may suspend or terminate Customer's or any Authorized User's access to Nex AI SaaS, or any component thereof, if Nex AI reasonably determines that Customer or any Authorized User has violated any term or condition of the Agreement. Customer shall be liable to Nex AI for any violation of the terms and conditions of the Agreement by Customer or by any Authorized User.

11.3 Nex AI SaaS Support. Nex AI shall provide Customer with Support in respect for Nex AI SaaS as part of the Fees at no additional charge for the Term.

11.4 Technical Requirements. Access to and use of Nex AI SaaS by Customer and any Authorized Users is dependent upon access to telecommunications and Internet services. Customer acknowledges that Customer, and not Nex AI, is responsible for acquiring and maintaining any telecommunications or Internet services or other hardware or software that Customer or its Authorized Users may need to access and use Nex AI SaaS, and for all costs, fees, expenses, and taxes of any kind related to the foregoing.

11.5 Platform Provider. In order to provide the Nex AI SaaS, Nex AI may outsource its platform infrastructure and obtain services from platform service providers (each, a "Platform Provider"). Nex AI may change, discontinue, or replace Platform Providers, provided there is no material change to, discontinuation or termination of the Nex AI SaaS or applicable data protection standards. Nex AI will use commercially reasonable efforts to announce any transition to a different Platform Provider at least one month in advance.

If you have any questions or concerns regarding these terms of service, please contact us at info@nexai.app.