Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind such entity to these Terms.

You must be at least 18 years old or the age of majority in your jurisdiction to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

2. Description of Service

Nexelya is a cloud-based platform that provides enterprise resource planning (ERP), customer relationship management (CRM), human resources management (HRMS), and construction management solutions. The Service includes:

• Access to our web-based platform and mobile applications
• Data storage and backup services
• Customer support and documentation
• API access (where applicable based on your plan)
• Regular updates and feature enhancements

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. We will use reasonable efforts to notify you of material changes that may affect your use of the Service.

3. Account Registration and Security

3.1 Account Creation

To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 Account Security

You are responsible for:

• Maintaining the security of your account password and authentication credentials
• All activities that occur under your account, whether authorized or not
• Notifying us immediately of any unauthorized use of your account
• Ensuring that all users under your account comply with these Terms

We are not liable for any loss or damage arising from your failure to comply with these security obligations.

4. Subscription Plans and Billing

4.1 Subscription Plans

We offer various subscription plans with different features and pricing. Current plans include Core, Growth, and Enterprise tiers. Plan features, pricing, and limitations are described on our pricing page and may be updated from time to time.

4.2 Billing Cycle

Subscriptions are billed on a monthly or annual basis, as selected during signup. Monthly subscriptions are billed in advance on a monthly basis. Annual subscriptions are billed in advance on an annual basis and may include a discount.

4.3 Price Changes

We reserve the right to modify our pricing at any time. Price changes will not apply to your current subscription term but will take effect upon renewal. We will provide at least 30 days' notice of any price increases.

4.4 Payment Methods

Payments are processed through our third-party payment processor, Stripe. You agree to provide valid payment information and authorize us to charge your payment method for all fees due. You are responsible for keeping your payment information current.

5. Trial Period

We may offer a trial period for new users. During the trial period:

• You have access to the full features of your selected plan
• No payment is required during the trial period
• Your subscription will automatically begin at the end of the trial period unless you cancel
• You may cancel at any time during the trial without charge

If you do not cancel before the trial period ends, your payment method will be charged for the first billing cycle. Trial periods are limited to one per customer and may not be combined with other promotional offers.

6. Payment Terms and Refunds

6.1 Payment Obligations

All fees are due in advance and are non-refundable except as required by law or as otherwise stated in these Terms. If your payment fails or is declined, we may suspend or terminate your access to the Service.

6.2 Refunds

Refunds are provided only in the following circumstances:

• Within 14 days of initial subscription if you cancel during the trial period
• As required by applicable law in your jurisdiction
• At our sole discretion in cases of service unavailability or material breach by us

6.3 Taxes

All fees are exclusive of applicable taxes, duties, and government charges. You are responsible for paying all such taxes, duties, and charges associated with your use of the Service, except for taxes based on our income.

7. User Obligations and Restrictions

7.1 Permitted Use

You may use the Service solely for lawful business purposes in accordance with these Terms. You agree to:

• Use the Service only for your internal business operations
• Comply with all applicable laws and regulations
• Maintain the security and integrity of your data
• Respect the intellectual property rights of others

7.2 Prohibited Activities

You agree not to:

• Use the Service for any illegal or unauthorized purpose
• Violate any laws, regulations, or third-party rights
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service or servers connected to the Service
• Reverse engineer, decompile, or disassemble any part of the Service
• Use automated systems (bots, scrapers) to access the Service without authorization
• Share, resell, or sublicense access to the Service without our written permission
• Upload or transmit viruses, malware, or other harmful code
• Use the Service to store or transmit infringing, libelous, or otherwise unlawful material

8. Intellectual Property Rights

8.1 Our Intellectual Property

The Service, including its original content, features, functionality, design, logos, trademarks, and software, is owned by Nexelya and protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Service, except the limited right to use the Service as set forth herein.

8.2 Your Content

You retain all ownership rights to data, content, and materials that you upload, store, or transmit through the Service ("Your Content"). By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to:

• Store, process, and display Your Content as necessary to provide the Service
• Create aggregated, anonymized data for analytics and service improvement
• Back up and maintain Your Content

You represent and warrant that you have all necessary rights to grant this license and that Your Content does not violate any third-party rights or applicable laws.

9. Data and Privacy

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our collection and use of information as described in the Privacy Policy.

We implement industry-standard security measures to protect your data, including encryption, access controls, and regular security audits. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee absolute security.

You are responsible for maintaining appropriate backups of Your Content. We are not liable for any loss or corruption of Your Content, except as required by applicable law or our Service Level Agreement.

10. Service Availability and Modifications

10.1 Service Availability

We strive to maintain high availability of the Service as outlined in our Service Level Agreement (SLA). However, we do not guarantee that the Service will be available uninterrupted or error-free. The Service may be unavailable due to:

• Scheduled maintenance and updates
• Unforeseen technical issues or outages
• Force majeure events
• Third-party service failures

10.2 Service Modifications

We reserve the right to modify, update, or discontinue any feature or aspect of the Service at any time. We will provide reasonable notice of material changes that may affect your use of the Service. Continued use of the Service after such changes constitutes acceptance of the modified Service.

11. Termination

11.1 Termination by You

You may cancel your subscription at any time through your account settings or by contacting our support team. Cancellation will take effect at the end of your current billing period. You will continue to have access to the Service until the end of your paid period.

11.2 Termination by Us

We may suspend or terminate your access to the Service immediately, without prior notice, if:

• You breach any provision of these Terms
• Your payment fails and remains unpaid after notice
• You engage in fraudulent, illegal, or harmful activities
• Required by law or government authority

11.3 Effect of Termination

Upon termination:

• Your right to access and use the Service will immediately cease
• We may delete Your Content after a reasonable retention period (typically 30 days)
• You remain responsible for all fees incurred prior to termination
• Provisions that by their nature should survive termination will remain in effect

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXELYA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OR INABILITY TO USE THE SERVICE.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you. In such cases, our liability will be limited to the maximum extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Nexelya and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service, (b) Your Content, (c) your violation of these Terms, (d) your violation of any third-party rights, or (e) your violation of any applicable laws or regulations.

14. Warranties and Disclaimers

14.1 Service Warranty

We warrant that the Service will perform substantially in accordance with our published documentation. If the Service fails to meet this warranty, your sole remedy is to request a refund of fees paid for the period during which the Service did not meet the warranty.

14.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do not warrant that the Service will be uninterrupted, secure, error-free, or free from viruses or other harmful components. We are not responsible for any delays, delivery failures, or other damages resulting from the transfer of data over communications networks.

15. Dispute Resolution

15.1 Informal Resolution

Before filing a claim, you agree to contact us to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith within 60 days of your notice.

15.2 Arbitration

If we cannot resolve a dispute informally, you and Nexelya agree to resolve any disputes arising out of or relating to these Terms or the Service through binding arbitration, except for:

• Claims that qualify for small claims court
• Claims seeking injunctive or equitable relief for intellectual property violations

Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in the United States, and the arbitrator's decision will be final and binding.

15.3 Class Action Waiver

You agree that disputes will be resolved individually and not as part of a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and Service Level Agreement, constitute the entire agreement between you and Nexelya regarding the Service and supersede all prior agreements and understandings.

16.2 Modifications

We may modify these Terms at any time. Material changes will be notified via email or through the Service at least 30 days before they take effect. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.

16.3 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms or any rights hereunder without your consent.

16.4 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

16.5 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

16.6 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

16.7 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or failures of third-party services.

17. Contact Information

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