Terms and Conditions Last updated: July 14, 2025
Acceptance of Terms By executing an order form, clicking “I Agree,” or using the Nexsler digital assistance software (the “Service”), the company or other legal entity you represent ("Customer") agrees to be bound by these Terms and Conditions (the “Agreement”). If you do not agree, do not use the Service.
Definitions “Affiliate” means an entity that controls, is controlled by, or is under common control with a party. “Authorized User” means an individual whom Customer authorizes to access the Service. “Documentation” means Nexsler’s user guides and technical documentation. “Order Form” means a mutually executed order referencing this Agreement. “Subscription Term” means the term specified in an Order Form during which Customer may use the Service.
Access to the Service 3.1 Provision. Nexsler will make the Service and Documentation available to Customer during the Subscription Term. 3.2 Credentials. Customer is responsible for safeguarding log‑in credentials and will ensure Authorized Users comply with this Agreement. 3.3 Suspension. Nexsler may suspend access for: (a) violation of the AUP; (b) threats to the security or integrity of the Service; or (c) failure to pay undisputed fees when due.
License and Restrictions 4.1 License. Subject to payment of applicable fees, Nexsler grants Customer a non‑exclusive, non‑transferable right to access and use the Service solely for Customer’s internal business purposes. 4.2 Restrictions. Customer shall not (a) reverse engineer, decompile, or attempt to discover source code; (b) modify or create derivative works; (c) remove proprietary notices; (d) use the Service to develop competing products; or (e) access the Service to violate law or third‑party rights.
Customer Responsibilities Customer will (i) be solely responsible for the accuracy, quality, and legality of Customer‑provided data; (ii) obtain any consents required to process personal data; (iii) use commercially reasonable efforts to prevent unauthorized access; and (iv) comply with the Acceptable Use Policy (“AUP”).
Fees and Payment 6.1 Fees. Customer shall pay fees specified in each Order Form. 6.2 Invoicing and Payment. Unless otherwise stated, fees are invoiced annually in advance and due net 30 days. Late payments accrue interest at 1.5% per month or the maximum legal rate. 6.3 Taxes. Fees are exclusive of taxes, duties, and withholdings, which Customer will pay unless Customer provides a valid tax exemption certificate.
Confidentiality Each party may access “Confidential Information” of the other. The receiving party shall protect such information with the same degree of care it uses for its own similar information (not less than reasonable care) and may use it only to perform under this Agreement. Obligations survive five (5) years after disclosure (or indefinitely for trade secrets).
Intellectual Property 8.1 Reservation. Except for rights expressly granted, Nexsler and its licensors retain all right, title, and interest in the Service and Documentation. 8.2 Feedback. Customer grants Nexsler a royalty‑free, worldwide, perpetual license to use suggestions for product improvement.
Third‑Party Services Integrations with third‑party applications may be subject to separate terms. Nexsler is not responsible for third‑party services.
Support and Service Levels Nexsler will provide standard support and maintain commercially reasonable administrative, physical, and technical safeguards. Any additional SLA shall be set out in an Order Form.
Data Protection Processing of personal data is governed by the Data Processing Addendum (“DPA”). Customer is the controller; Nexsler is the processor/service provider.
Warranties and Disclaimers 12.1 Performance Warranty. Nexsler warrants the Service will perform materially in accordance with the Documentation. Customer must notify Nexsler of any claim within 30 days of occurrence. 12.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, AND NEXSLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.
Limitation of Liability 13.1 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT. 13.2 Cap. EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO NEXSLER IN THE 12 MONTHS PRECEDING THE CLAIM. These limitations do not apply to liabilities that cannot be limited by law or to Customer’s payment obligations.
Indemnification 14.1 By Nexsler. Nexsler will defend Customer against claims alleging the Service infringes a valid intellectual‑property right and will pay resulting damages. Nexsler may (a) procure a license; (b) modify the Service; or (c) terminate affected Service and refund unused prepaid fees. 14.2 By Customer. Customer will defend Nexsler from claims arising from Customer Data or breach of the AUP. Indemnified obligations are contingent on prompt notice and reasonable cooperation.
Term and Termination 15.1 Term. This Agreement commences on the Effective Date and continues until all Subscription Terms expire or are terminated. 15.2 Termination for Cause. Either party may terminate for material breach not cured within 30 days. 15.3 Effect. Upon termination, Customer’s right to use the Service ceases and Customer will pay any outstanding fees. Nexsler will make Customer Data available for export for 30 days.
Export Compliance Each party shall comply with U.S. and applicable export laws. Customer represents it is not on any U.S. government restricted‑party list.
Governing Law and Venue This Agreement is governed by the laws of the State of Delaware, U.S.A., without regard to conflict of laws. Any suit arising out of the Agreement shall be brought in the state or federal courts located in Wilmington, Delaware.
Dispute Resolution; Arbitration The parties will attempt in good faith to resolve any dispute through negotiation. If unresolved, either party may require mediation under the AAA Commercial Mediation Rules. If still unresolved, disputes will be finally settled by binding arbitration in Wilmington, Delaware under the AAA Commercial Arbitration Rules.
Changes to Terms Nexsler may modify these Terms by posting an updated version and providing notice. Material changes become effective at the start of the next Subscription Term. Continued use constitutes acceptance.
Notices Notices must be in writing and deemed given when delivered by certified mail or email with confirmation to the addresses in the Order Form.
Miscellaneous No waiver is effective unless in writing. Neither party may assign this Agreement without the other’s consent, except to an Affiliate or successor in merger or acquisition. The Agreement constitutes the entire understanding and supersedes all prior agreements. If any provision is unenforceable, the remaining provisions remain in effect.
Contact Nexsler Inc. Attn: Legal Department [Street Address] [City, State Zip] legal@nexsler.com