Nexorus LLC — Terms of Service
Effective Date: October 29, 2025
1) Introduction & Acceptance of Terms
These Terms of Service (“Terms”) form a binding agreement between Nexorus LLC (“Nexorus,” “we,” “us,” or “our”) and the entity or person (“Client,” “you,” or “your”) that creates an account, signs an Order, or otherwise uses our AI-powered marketing services, software, websites, or related consulting services (collectively, the “Services”). By accessing or using the Services, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Services.
2) Definitions
- Account: Your registered profile used to access the Services.
- AI Outputs: Text, images, data, recommendations, or other content generated by the Services in response to your inputs.
- Client Data: Data, content, and materials you (or your authorized users) provide to the Services, including marketing assets, contact lists, analytics, prompts, and instructions.
- Confidential Information: Non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential.
- Documentation: Online or written descriptions explaining the Services’ features and use.
- Order: An order form, statement of work, or online checkout confirmation specifying plan, term, and pricing.
- Personal Data: Any information that identifies or relates to an identifiable individual.
- Third-Party Services: Products, data sources, platforms, or tools provided by third parties and integrated with or used by the Services.
- Usage Data: Technical logs, metrics, and telemetry regarding use of the Services.
3) The Services
3.1 Scope
Nexorus provides AI-powered marketing solutions (e.g., content generation, audience insights, campaign optimization, analytics) and, where applicable, human support and consulting. Specific features, limits, and deliverables are described in the Documentation and/or your Order.
3.2 Service Updates
We may enhance, modify, or discontinue features at any time. Material changes that significantly reduce core functionality will be communicated through the Service or email and, if you object, you may terminate as set out in Section 15.
3.3 Beta/Trial Features
We may offer experimental or trial features (“Beta Features”). Beta Features are provided “AS IS,” may be subject to additional rules, and may be discontinued at any time.
4) Accounts & Access
4.1 Registration
Provide accurate information and keep it updated. You are responsible for Account credentials and all activities under your Account.
4.2 Authorized Users
You may permit employees or contractors to use the Services for your benefit and remain responsible for their compliance with these Terms.
4.3 Acceptable Use
You will not (and will not allow others to): (a) reverse engineer, decompile, or attempt to derive source code or model weights; (b) bypass security controls; (c) access the Services to build a competing product; (d) use the Services for unlawful, harmful, or abusive purposes (including discrimination, harassment, hate, malware, fraud, or doxxing); (e) violate advertising, privacy, or communications laws (including CAN-SPAM, TCPA, GDPR, CCPA/CPRA, and platform policies of Google, Meta, TikTok, etc.); (f) input or upload unlawful Client Data; (g) send unsolicited or deceptive messages; or (h) use the Services where prohibited by law.
5) Client Data, AI Outputs, & IP
5.1 Ownership of Client Data
You own all rights in Client Data. You grant Nexorus a non-exclusive, worldwide, royalty-free license to host, process, use, and display Client Data and to generate AI Outputs solely to provide and improve the Services (see Section 8.4).
5.2 AI Outputs
Subject to your compliance with these Terms and to third-party rights, Nexorus assigns to you its rights, if any, in AI Outputs generated for you from your Client Data and prompts. You are responsible for reviewing AI Outputs for accuracy, legal compliance, and fitness before using or publishing them.
5.3 Nexorus IP
The Services, Documentation, models, algorithms, software, know-how, and improvements are owned by Nexorus and its licensors. Except for the limited rights expressly granted, all rights are reserved.
5.4 Feedback
If you provide feedback or suggestions, you grant Nexorus a perpetual, irrevocable, royalty-free license to use it without restriction.
6) Compliance & Advertising Standards
You are solely responsible for: (a) ensuring your campaigns, content, and targeting comply with applicable laws and industry rules (FTC advertising guidelines, state UDAP laws, platform ad policies, and sector-specific rules); (b) obtaining consents for personal data, email/SMS/phone marketing, and analytics tracking; and (c) honoring opt-outs and suppression lists.
7) Third-Party Services & Data
The Services may interoperate with Third-Party Services (ad platforms, CRMs, data providers, etc.). Your use of Third-Party Services is subject to their terms and privacy practices. Nexorus is not responsible for Third-Party Services, their availability, or their outputs. We may exchange data with Third-Party Services as enabled by you.
8) Privacy, Security & Data Use
8.1 Privacy
Our processing of Personal Data is governed by our Privacy Policy and, where required, a Data Processing Addendum (DPA), which are incorporated by reference. Where GDPR applies, Nexorus acts as a processor for Client Data and you are the controller.
8.2 Security
We implement reasonable administrative, technical, and physical safeguards designed to protect Client Data. You acknowledge that no system is 100% secure and you must use strong access controls and follow good security practices.
8.3 Data Location & Transfers
We may process data in the United States and other jurisdictions where we or our subprocessors operate, subject to appropriate transfer mechanisms where required (e.g., SCCs).
8.4 Service Improvement; De-Identification
You grant Nexorus the right to use de-identified Client Data and Usage Data to (a) operate, maintain, and improve the Services; (b) develop new features; and (c) create aggregated statistics and benchmarks. We will not re-identify de-identified data.
9) Accuracy, Automated Decision-Making & Human Oversight
AI systems may produce unexpected, incomplete, or inaccurate outputs. You must independently review and fact-check AI Outputs and apply appropriate human oversight, especially for high-risk or regulated use cases. Where automated decision-making impacts individuals and applicable law provides rights (e.g., GDPR Articles 13–22), you are responsible for notices, consents, and offering human review/appeal where mandated.
10) Fees, Billing & Taxes
10.1 Fees
Fees are specified in your Order and may be subscription-based, usage-based, or a combination. Overage charges may apply if you exceed plan limits.
10.2 Invoicing & Payment
Unless otherwise stated in the Order, fees are due in advance for subscriptions and net 30 days from invoice for professional services. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. You authorize us (and our payment processors) to charge your payment method for all fees incurred.
10.3 Changes to Fees
We may change fees upon renewal or with at least 30 days’ prior notice for month-to-month plans. Continued use after the effective date constitutes acceptance.
10.4 Taxes
Fees are exclusive of taxes. You are responsible for sales, use, VAT, GST, and similar taxes, except taxes on our net income.
11) Professional Services
If your Order includes consulting, creative, or implementation services, the SOW will describe deliverables, timelines, and acceptance criteria. Unless expressly assigned, Nexorus retains ownership of any templates, tools, or know-how used or developed while performing professional services.
12) Confidentiality
Each party will protect the other’s Confidential Information with at least reasonable care and will use it only to perform under these Terms. Exceptions apply for information that is public, already known, independently developed, or rightfully disclosed by a third party. If compelled by law to disclose, a party will give prompt notice (where legally permissible).
13) Warranties & Disclaimers
13.1 Mutual Warranties
Each party represents it has the authority to enter into these Terms and will comply with applicable laws.
13.2 Service Warranty
Nexorus will provide the Services substantially in accordance with the Documentation and industry-standard care. Your exclusive remedy for breach is, at our option, (a) correction of nonconformity, or (b) termination with a prorated refund of prepaid, unused fees.
13.3 Disclaimers
EXCEPT AS EXPRESSLY STATED, THE SERVICES (INCLUDING BETA FEATURES), AI OUTPUTS, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEXORUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OR RELIABILITY OF AI OUTPUTS OR THIRD-PARTY SERVICES.
14) Indemnification
14.1 By Nexorus
We will defend and indemnify you against third-party claims alleging that the Services (excluding Client Data or Third-Party Services) infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret, and pay final damages and reasonable attorneys’ fees, provided you: (a) promptly notify us; (b) give us sole control of the defense; and (c) provide cooperation. If enjoined, we may procure rights, modify, replace, or terminate with a refund of prepaid, unused fees.
14.2 By Client
You will defend and indemnify Nexorus from third-party claims arising from: (a) Client Data, your campaigns, or your use of AI Outputs; (b) your violation of law or third-party rights (privacy, IP, advertising, platform policies); or (c) your breach of these Terms.
14.3 Exclusions
No obligation for claims based on: (i) Client Data; (ii) combinations with non-Nexorus products; (iii) compliance with your specifications; or (iv) use after notice to stop due to a claim.
15) Term, Termination & Suspension
15.1 Term
Begins on the Effective Date and continues for the subscription or project term in your Order. Orders renew as stated unless either party gives timely non-renewal notice.
15.2 Termination for Cause
Either party may terminate upon written notice if the other materially breaches and fails to cure within 30 days (10 days for payment failures) after notice.
15.3 Suspension
We may suspend the Services immediately for: (a) security risks; (b) suspected illegal or abusive activity; (c) non-payment; or (d) violations of Section 4.3.
15.4 Effect of Termination
Upon termination, access ends. Upon request within 30 days, we will make available a reasonable export of your Client Data then delete or de-identify it from active systems, except where retention is required by law or for legitimate business purposes (e.g., backups, billing records). Sections 5, 8, 9, 12–16, 18–20 survive termination.
16) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EXCEPT FOR YOUR PAYMENT AND INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO NEXORUS IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY REGARDLESS OF THEORY OF LIABILITY.
17) Publicity
We may use your name and logo in a customary customer list and case studies, subject to your reasonable brand guidelines. You may opt out by written notice.
18) Modifications to Terms
We may update these Terms. Material changes will be notified via the Services or email at least 30 days before taking effect (immediate for legal/security reasons). If you object, you may terminate before the effective date. Continued use after the effective date constitutes acceptance.
19) Export Controls & Sanctions
You represent that you are not located in, and will not use the Services from, a country/region embargoed by the U.S., and that you are not a denied or restricted party. You will comply with applicable export, re-export, and sanctions laws.
20) Government Use
If Client is a U.S. government entity, the Services and Documentation are “commercial computer software” and “commercial computer software documentation,” provided with only those rights set forth in these Terms. Unpublished rights reserved.
21) General
21.1 Governing Law; Venue
These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, New Castle County, Delaware.
21.2 Arbitration; Class-Action Waiver (U.S. Clients)
Any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration will be Wilmington, Delaware. Class actions are waived; disputes must be brought individually. Either party may seek injunctive relief in court for misuse of IP or breach of confidentiality.
21.3 Assignment
You may not assign these Terms without our prior written consent (not to be unreasonably withheld). Nexorus may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
21.4 Notices
Legal notices must be sent to:
Nexorus LLC
2093 Philadelphia Pike
Claymont, DE 19703
Email: legal@nexorus.com
We will send notices to the contact information in your Account or Order.
21.5 Force Majeure
Neither party is liable for delays/failures due to events beyond reasonable control (e.g., internet/hosting failures, acts of God, labor disputes, governmental actions).
21.6 Entire Agreement; Order of Precedence
These Terms, the Privacy Policy, any DPA, and the applicable Order(s) form the entire agreement and supersede prior agreements on the subject. If a conflict: Order ▶ DPA ▶ these Terms ▶ Documentation.
21.7 Severability; Waiver
If any provision is unenforceable, it will be modified to reflect the parties’ intent or severed if necessary; remaining provisions remain in effect. A waiver must be in writing and is not continuing.
22) Contact
Nexorus LLC
2093 Philadelphia Pike
Claymont, DE 19703
Support: support@nexorus.com
Legal: legal@nexorus.com
Website: https://www.nexorus.com