Last Updated: December 10, 2025

Please read these Terms of Service ("Terms") carefully before using the Nuxa platform (the "Service") operated by NUXA, Inc. ("Nuxa", "Company", "us", "we", or "our"), a Delaware corporation with offices at 2093 Philadelphia Pike 1110, Claymont, DE 19703, USA.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms, you may not access the Service. These Terms apply to all visitors, users, and others who access or use the Service.

1. Eligibility & Account Registration

The Service is intended for users who are at least 18 years of age. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding agreement.

When you create an account with us, you must provide accurate, complete, and current information. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. Accounts may not be shared; each user must have their own account credentials.

2. License to Use Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business or personal purposes in accordance with our Documentation.

This license does not permit you to:

Sublicense, distribute, resell, lease, or make the Service available to third parties
Reverse engineer, decompile, disassemble, or seek to access the source code of the Service
Modify, adapt, or create derivative works based on the Service
Copy, frame, or mirror any part of the Service on any other server or wireless or Internet-based device
Use the Service to build a competitive product or service
Use the Service for benchmarking or competitive analysis without our prior written consent

3. Subscription Plans & Payment Terms

We offer Free (Community), Pro, Team, and Enterprise subscription plans. Paid plans include a base subscription fee plus usage-based charges for AI inference, API calls, and other services that exceed your plan's included limits.

You agree to pay all fees associated with your account. Your base subscription fee is charged at the beginning of each billing cycle (monthly or annually). Usage-based overages are charged incrementally every $50 USD during your billing period, which may result in multiple invoices within a single billing cycle. Payment is due upon receipt of invoice.

All fees are stated and payable in United States Dollars (USD). You are responsible for all applicable taxes, except for taxes based on Nuxa's net income. If payment fails, we may suspend or terminate your access to paid features after providing reasonable notice.

We reserve the right to change our pricing with 30 days' notice to paid subscribers. Price changes will take effect at your next renewal. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the modified amount.

Free trial or beta services are provided "AS-IS" without warranties, indemnity, or support. We reserve the right to discontinue or modify beta features at any time without notice.

4. Auto-Renewal & Cancellation

Paid subscriptions automatically renew at the end of each billing period at the then-current rate unless you cancel before the renewal date. You can cancel your subscription at any time through your account settings or by contacting us.

Cancellations take effect at the end of the current billing period. You will retain access to paid features until that time. We do not provide refunds for partial billing periods, except where required by applicable law or if we terminate your account without cause.

Upon cancellation or termination, you may export your data within 30 days. After 30 days, we may delete your data in accordance with our data retention policies described in our Privacy Policy.

5. Data Ownership & Retention

You retain all ownership rights to data, content, and information you submit to the Service ("Your Data"). You grant us a worldwide, non-exclusive, limited-term license to process, store, transmit, and display Your Data solely to provide, maintain, and improve the Service as described in our Privacy Policy.

We retain Your Data while your account is active and for 30 days after account termination or cancellation to allow for data export. You may request data export or deletion at any time through your account settings or by contacting us.

You are solely responsible for the accuracy, quality, and legality of Your Data and the means by which you acquired it. You represent and warrant that Your Data does not violate any third-party rights.

6. AI Features & Model Training

The Service includes AI-powered features using various AI model providers (such as OpenAI, Anthropic, Google, and others). Your use of these features is subject to the respective providers' terms and usage policies.

Important: We do not use Your Data or any data obtained through Google APIs to train, develop, or improve generalized AI or machine learning models. Any AI/ML-based personalization is specific to your individual user experience within the Service.

You may not use the AI features of the Service to:

Develop foundation models or other large-scale AI/ML models
Generate content that violates applicable laws or third-party rights
Misrepresent AI-generated content as being created by humans when disclosure is required
Circumvent content safety filters or moderation systems

AI-generated outputs may contain errors or inaccuracies. You are responsible for reviewing, verifying, and editing any AI-generated content before use.

7. Intellectual Property

The Service and its original content, features, and functionality are and will remain the exclusive property of NUXA, Inc. and its licensors. The Service is protected by copyright, trademark, patent, trade secret, and other laws of the United States and foreign countries.

Our trademarks, trade names, logos, and service marks (collectively, "Marks") may not be used in connection with any product or service without the prior written consent of Nuxa. All other trademarks not owned by Nuxa that appear on the Service are the property of their respective owners.

We welcome feedback, comments, and suggestions for improvements to the Service ("Feedback"). You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable license to use, reproduce, modify, and incorporate any Feedback into the Service without restriction or compensation to you.

8. User Content & Conduct

Our Service allows you to post, link, store, share, and otherwise make available certain information, text, graphics, videos, workflows, agents, or other material ("User Content"). You are responsible for the User Content that you post on or through the Service, including its legality, reliability, and appropriateness.

By posting User Content on or through the Service, you represent and warrant that:

The User Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms.
The posting of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person.
User Content does not contain any Sensitive Personal Data (including government IDs, financial account numbers, health information protected by HIPAA, or data from minors) unless explicitly permitted by your plan and applicable law.

We reserve the right to terminate the account of any user found to be infringing on a copyright or violating these Terms.

9. Third-Party Services & Integrations

The Service may integrate with third-party services (such as Google Workspace, Slack, cloud storage providers, CRM systems, and AI model providers). Your use of third-party services is subject to their respective terms and privacy policies.

When you connect third-party accounts, you authorize us to access and process data from those services as necessary to provide the features you enable. You may disconnect third-party integrations at any time through your account settings.

We are not responsible for the availability, accuracy, functionality, or actions of third-party services. Any issues with third-party integrations should be directed to the respective provider. We do not endorse any third-party services and are not liable for any damages arising from their use.

10. Acceptable Use Policy

You agree not to use the Service:

In any way that violates any applicable national, federal, state, or international law or regulation
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter," "spam," or any other similar solicitation
To impersonate or attempt to impersonate Nuxa, a Nuxa employee, another user, or any other person or entity
In any way that infringes upon the rights of others, or is illegal, threatening, fraudulent, or harmful
To scrape, data mine, or use automated means to access the Service except through our official APIs
To distribute malware, viruses, or any other malicious code
To circumvent or disable security features or access controls of the Service
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service

High-Risk Prohibited Uses

The Service is not designed for and you shall not use the Service for:

Life support systems, medical devices, or clinical diagnosis or treatment
Autonomous vehicle operation or navigation
Nuclear facilities operation or control
Air traffic control or aircraft operation systems
Weapons systems or military applications
Critical infrastructure that could endanger human life or safety

Voice & Communication Features

If you use voice agent or automated communication features, you are solely responsible for compliance with all applicable laws including:

Telephone Consumer Protection Act (TCPA) and related FCC regulations in the United States
Do-Not-Call regulations and maintaining required call lists
Canadian Anti-Spam Legislation (CASL) in Canada
ePrivacy Directive and GDPR requirements in the European Union
Obtaining required consent before making automated calls or sending automated messages
Disclosure requirements for AI-generated or automated communications

11. Service Availability & Support

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. We may perform scheduled maintenance with reasonable notice when possible. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time.

Support availability varies by plan. Enterprise customers may receive additional support commitments under separate service level agreements (SLAs).

We reserve the right to set usage limits, rate limits, or storage caps to ensure fair use and service stability. Excessive use that impacts other users may result in throttling or suspension.

12. Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. We will provide notice where reasonably practicable.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may do so through your account settings or by contacting us.

Inactive Accounts: Accounts that have been inactive (no login or API activity) for 24 consecutive months may be deleted after notice. We will attempt to notify you at your registered email address before deletion.

The following provisions survive termination: Intellectual Property, Limitation of Liability, Disclaimer, Indemnification, Governing Law, and Arbitration Agreement.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NUXA, INC., NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

Loss of profits, revenue, data, use, goodwill, or other intangible losses
Your access to or use of or inability to access or use the Service
Any conduct or content of any third party on the Service
Any content obtained from the Service
Unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100 USD).

Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

14. Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

NUXA, INC., ITS SUBSIDIARIES, AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT:

The Service will function uninterrupted, secure, or available at any particular time or location
Any errors or defects will be corrected
The Service is free of viruses or other harmful components
The results of using the Service will meet your requirements
AI-generated content will be accurate, complete, reliable, or fit for any purpose

We do not warrant or make any representations regarding the use or the results of the use of the Service in terms of correctness, accuracy, timeliness, reliability, or otherwise.

15. Indemnification

You agree to indemnify, defend, and hold harmless NUXA, Inc. and its officers, directors, employees, agents, licensors, and service providers from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any rights of another party, including any other user; or (e) your violation of any applicable laws, rules, or regulations.

16. Governing Law & Jurisdiction

These Terms shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts located in Wilmington, Delaware, for resolution of any disputes not subject to the arbitration agreement below.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

17. Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Nuxa agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") will be resolved by binding arbitration, rather than in court, except that:

You and Nuxa may assert individualized claims in small claims court if the claims qualify, remain in such court, and advance solely on an individual, non-class basis
Either party may seek equitable relief in court for infringement or misuse of intellectual property rights

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS under its Streamlined Arbitration Rules and Procedures. The arbitration shall take place in Wilmington, Delaware, or may be conducted by video conference if mutually agreed.

CLASS ACTION WAIVER: YOU AND NUXA AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

JURY TRIAL WAIVER: YOU AND NUXA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.

Opt-Out: You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@nuxa.ai within 30 days after first becoming subject to this Arbitration Agreement.

If you are a consumer in the European Union, United Kingdom, or other jurisdiction that provides consumers with the right to bring disputes in their local courts, this section does not require you to arbitrate disputes or limit your right to bring claims in those courts.

18. EU & International Users

If you are located in the European Union, United Kingdom, or European Economic Area, you may have additional rights under the EU Data Act and consumer protection laws:

Monthly subscribers may terminate their subscription at any time with effect at the end of the current billing period
Annual subscribers may provide formal notice of termination; remaining fees may apply as early termination costs as permitted by applicable law
Data portability - You may export your data at any time through your account settings prior to account deletion

Nothing in these Terms shall affect your statutory rights as a consumer under applicable law in your jurisdiction.

19. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect by posting on the Service and sending notice to your registered email address.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service before the changes take effect.

20. Copyright Policy (DMCA)

We respect the intellectual property rights of others and expect users of our Service to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA"), we will respond to claims of copyright infringement committed using the Service.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

Your physical or electronic signature
Identification of the copyrighted work(s) that you claim to have been infringed
Identification of the material on our Service that you claim is infringing, with enough detail to locate it
Your address, telephone number, and email address
A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
A statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf

Our Copyright Agent can be reached at: copyright@nuxa.ai

21. Entire Agreement

These Terms, together with our Privacy Policy and any other policies or agreements referenced herein, constitute the entire agreement between you and Nuxa regarding the Service and supersede all prior and contemporaneous written or oral agreements between you and Nuxa.

Any additional or different terms proposed by you are expressly rejected unless agreed to in writing by an authorized representative of Nuxa.

22. Contact Us

If you have any questions about these Terms, please contact us:

Email: legal@nuxa.ai
Address: NUXA, Inc., 2093 Philadelphia Pike 1110, Claymont, DE 19703, USA