Terms of Service

• “Customer Data” means all data processed by NexuSphere or submitted by or for Customer in connection with the Services, including Personal Data and any inputs, outputs, and prompts submitted to AI features of the Services.
• “Documentation” means NexuSphere’s published user guides and help-center materials describing the Services.
• “Order” means the module(s) and plan Customer selects at signup (including any pilot), together with the pricing and billing frequency shown at checkout.
• “Personal Data” means any information relating to an identified or identifiable natural person, or any information subject to applicable data protection law.
• “Services” means NexuSphere’s software-as-a-service platform and related systems made available to Customer under an Order.
• “Sub-processor” means a third party engaged by NexuSphere to process Customer Data in providing the Services, as listed in NexuSphere’s Sub-processor List.

Subject to these Terms and payment of applicable fees, NexuSphere grants Customer a non-exclusive, non-transferable, non-sublicensable subscription to access and use the Services during the subscription term, solely for Customer’s internal business purposes and in accordance with the Documentation. NexuSphere and its licensors reserve all rights not expressly granted to Customer.

Customer will not, and will not permit any third party to:

• make the Services available to, or use the Services for the benefit of, anyone other than Customer and its authorized users;
• upload or transmit content that is unlawful, infringing, or that Customer does not have the right to submit;
• sublicense, resell, or time-share the Services;
• interfere with or disrupt the integrity or performance of the Services;
• reverse engineer, decompile, or attempt to gain unauthorized access to the Services or related systems; or
• access the Services to build a competitive product or service.

As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants NexuSphere a limited license to access, use, and process Customer Data solely to provide, maintain, and support the Services. NexuSphere will not use Customer Data to train, fine-tune, or evaluate any AI model.

NexuSphere processes Personal Data in accordance with its Data Processing Addendum, and maintains security controls described in its Security Policy. NexuSphere’s current sub-processors are listed in its Sub-processor List, which NexuSphere may update from time to time in accordance with the Data Processing Addendum.

The Services include operational intelligence and other AI-assisted platform capabilities enabled under the applicable Order. All outputs generated by these capabilities are recommendations and advisory information only. No AI-assisted capability of the Services takes autonomous action on Customer Data — including creating, modifying, or approving purchase orders, payments, invoices, or general ledger postings — without explicit review and approval by an authorized Customer user. Customer is solely responsible for reviewing and validating AI-generated outputs before relying on them for any business decision.

Full terms governing AI features are set out in NexuSphere’s AI Policy, which is incorporated into these Terms by reference.

NexuSphere targets 99.9% monthly uptime for the Services and provides service credits for downtime as described in its Service Level Terms. Support is provided as described in NexuSphere’s Support Policy.

Subject to the limited rights expressly granted to Customer, NexuSphere reserves all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer other than as expressly set forth in these Terms.

Each party will protect the other’s Confidential Information using at least the same degree of care it uses for its own confidential information of like kind, and not less than reasonable care, and will use such Confidential Information only to perform its obligations or exercise its rights under these Terms. “Confidential Information” does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is independently developed.

Each party represents it has the authority to enter into these Terms. NexuSphere represents that the Services will perform materially in accordance with the Documentation. Except as expressly stated in these Terms, the Services are provided “as is,” and NexuSphere disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Neither party will be liable to the other for any indirect, special, consequential, incidental, or punitive damages, including lost profits or lost goodwill, regardless of the theory of liability. Each party’s aggregate liability under these Terms will be limited to the fees paid by Customer in the twelve (12) months preceding the claim. Notwithstanding the foregoing, during any pilot period under which no fees are payable, each party’s aggregate liability will be limited to $500. These limitations do not apply to (a) a party’s breach of Section 9 (Confidentiality), (b) infringement of the other party’s intellectual property, or (c) a party’s gross negligence or willful misconduct.

NexuSphere will defend Customer against any third-party claim that the Services infringe that third party’s patent, copyright, trademark, or trade secret, and will indemnify Customer against damages finally awarded, provided Customer promptly notifies NexuSphere of the claim and cooperates in its defense. Customer will indemnify NexuSphere against third-party claims arising from Customer’s breach of Section 3 (Acceptable Use) or Customer Data.

These Terms remain in effect for as long as Customer maintains an active subscription. Either party may terminate for the other’s uncured material breach following thirty (30) days’ written notice. Upon termination, Customer’s access to the Services will end, and Customer may export Customer Data for thirty (30) days following termination using the Services’ standard export functionality.

NexuSphere AI, Inc. · Foster City, CA
support@nexusphere.ai · legal@nexusphere.ai