These Terms of Service ("Terms") govern your access to and use of the NexliOne platform, applications, APIs, and related services (collectively, the "Service") provided by NexliOne ("NexliOne," "we," "us," or "our").
By creating an account, clicking to accept, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization, and "Customer," "you," and "your" refer to that organization.
These Terms incorporate by reference our Privacy Policy and, where applicable, our Data Processing Agreement ("DPA"). If there is a conflict between these Terms and an executed DPA for data processing terms, the DPA controls for those terms only.
You must be legally able to enter into these Terms. The Service is intended for business and organizational use.
You are responsible for:
We may suspend or limit access to the Service to protect the Service, you, other customers, or third parties, including when we reasonably suspect fraud, abuse, a security incident, or a violation of these Terms or the Acceptable Use Policy.
Subject to these Terms and payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for Customer's internal business purposes during the applicable subscription term.
You will not (and will not allow any Authorized User or third party to):
As between the parties, Customer retains all rights in Customer Content. You grant us and our service providers a limited license to host, process, transmit, and display Customer Content only as necessary to provide, secure, and improve the Service, comply with law, and enforce these Terms.
Customer is responsible for:
Unless we expressly agree in writing, you will not submit to the Service:
Our collection and use of personal information is described in our Privacy Policy. In a typical B2B SaaS context, Customer may act as a "controller" (or similar role) for Customer Content, and we may act as a "processor" (or similar role). We may act as a "controller" for certain Account and billing information needed to operate the Service.
We maintain administrative, technical, and organizational measures designed to protect Customer Content and the Service. However, no system is completely secure. Customer is responsible for securing its devices, networks, and credentials, and for managing Authorized User permissions.
The Service may interoperate with third-party services (for example, hosting, database, email, analytics, payment processing, and optional integrations). Third-party services are not under our control and may be subject to separate terms, policies, and availability. We are not responsible for third-party services, their terms, or their actions, except to the extent required by law.
The Service may include features that generate suggestions, forecasts, insights, or automated outputs (including AI-assisted features). Outputs are informational only and may be inaccurate, incomplete, or inappropriate for your circumstances.
The Service is not a substitute for professional advice. You are solely responsible for your use of outputs and for verifying results, including for accounting, tax, legal, payroll, safety, regulatory, and compliance decisions.
If you purchase a subscription, you agree to pay all fees and applicable taxes in accordance with the pricing and billing terms presented to you at checkout, in an order form, or otherwise in writing. Payments may be processed by third-party payment processors (e.g., Stripe).
Unless required by law or expressly stated otherwise:
If your payment method fails or your account is past due, we may suspend access to the Service after providing reasonable notice, where practicable.
We may update the Service from time to time (including adding, modifying, or removing features). We will use commercially reasonable efforts to avoid materially reducing core functionality during an active, paid subscription term, but we do not guarantee that every feature will remain available indefinitely.
We and our licensors retain all right, title, and interest in and to the Service and Documentation, including all related intellectual property rights. No rights are granted except as expressly stated in these Terms.
If you provide suggestions, feedback, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them without restriction or compensation.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT OUTPUTS OR REPORTS WILL BE ACCURATE OR COMPLETE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
Some jurisdictions do not allow certain limitations of liability; in that case, the limitations apply to the maximum extent permitted by applicable law.
Customer will indemnify, defend, and hold harmless NexliOne and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:
These Terms begin when you first accept them or use the Service and continue until terminated.
You may stop using the Service and cancel your subscription according to the cancellation method available in the Service or by contacting support. Cancellation takes effect at the end of the current billing period unless otherwise required by law or expressly agreed in writing.
We may suspend or terminate access to the Service immediately if you materially breach these Terms or if we reasonably believe suspension is necessary to protect the Service, customers, or third parties (including in response to security incidents or legal requirements).
Upon termination:
These Terms are governed by the laws of the State of Delaware, excluding its conflict of laws rules.
Except for claims that may be brought in small claims court or requests for injunctive relief to stop unauthorized use or infringement, any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in Delaware, unless the parties agree otherwise.
YOU AND NEXLIONE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
You agree to comply with all applicable export control and sanctions laws. You represent that you (and your Authorized Users) are not located in, under the control of, or a national or resident of any country subject to comprehensive sanctions, and are not listed on any restricted party list, to the extent applicable.
Questions about these Terms: