Nexle AI Terms And Conditions

1. Use of the Service

• 1.1 Eligibility and Account Access: To access the Service, you must be at least 18 years old and have the legal authority to bind the entity you represent. You must provide accurate registration information and keep your account credentials secure. You are responsible for all activity conducted under your account.
• 1.2 Free Trials and Freemium Access: Nexle may offer limited free access to the Service through trial periods or freemium tiers. Free access may be withdrawn or modified at any time without notice.
• 1.3 AI Functionality: The Service includes customizable AI-powered agents (e.g., for sales, support, onboarding, marketing). These agents leverage third-party APIs, including OpenAI. You acknowledge that AI-generated outputs are probabilistic and may not always be accurate or appropriate. You are solely responsible for reviewing and validating AI outputs before acting on them.

2. User Responsibilities

• 2.1 Compliance with Laws: You agree to use the Service in compliance with all applicable laws and regulations.
• 2.2 Prohibited Conduct: You must not:
  • Use the Service for unlawful purposes.
  • Transmit any harmful code or content.
  • Use automated tools to scrape or disrupt the platform.
  • Resell or sublicense the Service without our written consent.
  • Misrepresent your identity or intentions when using our AI agents.
• 2.3 User Submissions: You are responsible for ensuring that all content you input into the platform ('User Submissions') complies with applicable laws, including those related to intellectual property and data protection.
• 2.4 Sensitive Data: You must not use the Service to disseminate sensitive personal data without appropriate legal justification.

3. Subscription, Billing, and Payments

• 3.1 Subscription Terms: The Service is offered on a subscription basis with usage-based pricing tied to API calls (e.g., OpenAI). Subscription terms and fees are set forth on your Order or billing page and begin on the start date specified therein ('Subscription Start Date').
• 3.2 Renewals and Cancellations: Subscriptions automatically renew at the end of each Subscription Period unless you cancel through your account settings or notify Nexle in writing at least 7 days before renewal. Upon cancellation or expiration, your account may be downgraded to a Free Version with limited functionality.
• 3.3 Overages and Late Payments: If your usage exceeds the included quota, overage fees will apply at the then-current rates. All fees are due as specified on your Order or invoice. Unpaid fees may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Nexle may suspend your account for late or failed payments.

4. Intellectual Property

• 4.1 Nexle Ownership: Nexle retains all rights, title, and interest in and to the Service, including software, algorithms, designs, trademarks, and any updates or modifications. Except for the limited rights granted herein, no rights are granted to you under any intellectual property laws.
• 4.2 User Content: You retain all rights to User Submissions. You grant Nexle a limited, non-exclusive, royalty-free license to use, process, store, and display User Submissions solely to operate and improve the Service. You represent that you have all necessary rights and consents to submit this content.
• 4.3 Feedback: If you submit feedback or suggestions, you grant Nexle a worldwide, perpetual, irrevocable, royalty-free, transferable license to use, modify, and commercialize such feedback without restriction or obligation to you.

5. Data Privacy and Security

• 5.1 User Information and Privacy: By using the Service, you consent to Nexle collecting and processing personal and usage information as described in our Privacy Policy and Data Processing Agreement. We maintain reasonable administrative, technical, and physical safeguards to protect your data.
• 5.2 Third-Party Services: Use of integrations with third-party platforms (e.g., CRMs, Zapier) is at your discretion and subject to the third party's terms. Nexle is not liable for issues arising from such integrations.
• 5.3 Data Rights and Deletion: Upon written request, Nexle will delete your workspace and associated content within thirty (30) days, unless required to retain it by law or to protect legitimate business interests. For inactive free accounts, data may be deleted after one (1) year.

6. Term and Termination

• 6.1 Term: This Agreement starts on the Subscription Start Date and remains in effect for the Subscription Period, including renewals, unless terminated earlier under this section.
• 6.2 Termination for Breach: Either party may terminate this Agreement for cause with thirty (30) days' notice if the other party fails to cure a material breach. Nexle may suspend access immediately in cases of fraud, legal violations, or harm to the Service.
• 6.3 Effect of Termination: Upon termination, your access to the Service ends, and all licenses terminate. You will pay any outstanding fees. If you terminate for uncured breach by Nexle, we will refund prepaid fees on a prorated basis. Otherwise, all payments are non-refundable.
• 6.4 Survival: Sections related to ownership, limitations of liability, confidentiality, feedback, data rights, governing law, and dispute resolution will survive termination.

7. Disclaimers and Limitation of Liability

The Service is provided "as is" and "as available" without warranties of any kind, express or implied. Nexle disclaims all warranties including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee the Service will be error-free or uninterrupted. To the fullest extent permitted by law, Nexle will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, business interruption, or data loss. Nexle’s total liability under this Agreement will not exceed the total fees paid by you during the twelve (12) months preceding the event giving rise to the claim.

8. Confidentiality

Each party agrees to protect the other’s Confidential Information using reasonable care and to use it only for purposes under this Agreement. Confidential Information includes any non-public business, technical, or financial information, except for information that becomes public through no fault, was already known, or is independently developed. If disclosure is required by law, the receiving party will give prior notice where permitted and cooperate with any effort to resist disclosure.

9. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Australia, specifically the laws of the State of Western Australia, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement will be submitted to the exclusive jurisdiction of the courts located in Perth, Western Australia. The parties waive any right to a jury trial. The prevailing party in any dispute will be entitled to recover reasonable legal fees and costs.

10. General Provisions

• 10.1 Changes to the Terms: We may revise these Terms by posting an updated version with at least thirty (30) days' prior notice. Continued use of the Service after the effective date constitutes your acceptance.
• 10.2 Force Majeure: Nexle is not liable for delays or failures caused by events beyond our reasonable control, including internet outages, natural disasters, war, or acts of government.
• 10.3 Publicity: With your written consent, we may identify you as a customer and use your name and logo in marketing materials and case studies.
• 10.4 Assignment: You may not assign this Agreement without Nexle’s prior written consent. We may assign it in the event of a merger, acquisition, or sale of assets.
• 10.5 Entire Agreement: This Agreement, along with our Privacy Policy and Data Processing Agreement, constitutes the full agreement between you and Nexle and supersedes all prior agreements.
• 10.6 Notices: Notices must be sent via email. For Nexle, use [Insert Contact Email]. For Customers, we will use the email provided in your account.