These Terms govern Customer's access to and use of the NexScale platform, including the AI-driven product known as NexScale Chloe™ (collectively, the "Service" or "Platform"), available at app.nexscale.ai and any related websites, mobile applications, integrations, and APIs.

Please read these Terms carefully. They include a binding limitation of liability (Section 16), an indemnification obligation (Section 17), governing law and exclusive jurisdiction in Ontario, Canada (Section 21), a jury-trial and class-action waiver applicable to United States Customers (Section 22), and a Quebec/bilingual language clause (Section 23).

1. Acceptance of these Terms

By (a) clicking "I Accept," "Sign Up," or a similar button when creating an account at https://app.nexscale.ai/login, (b) completing payment via a NexScale-issued payment link, or (c) accessing or using the Service in any way, you agree to be bound by these Terms and by NexScale's Privacy Policy, which is incorporated by reference.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have full authority to bind that entity, in which case "Customer" refers to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Service.

The Service is intended for business use only. It is not designed, sold, or marketed for personal, family, household, or other consumer purposes.

2. Definitions

Capitalized terms not otherwise defined have the meanings below.

• "Account" means the Customer's registered account on the Service.

• "AI Outputs" means any outputs, recommendations, summaries, predictions, or other materials generated by the Service's AI features (including NexScale Chloe).

• "Authorized User" means an individual employee, contractor, or representative of Customer authorized by Customer to access the Service under Customer's Account, in accordance with Customer's Subscription Plan.

• "Client Data" means any data, content, files, information, or materials uploaded to, transmitted through, or otherwise provided to the Service by or on behalf of Customer, including data relating to Customer's members, clients, prospects, employees, or other end-users.

• "Communication Channels" means messaging or communication features made available through the Service, including email, SMS, WhatsApp, Telegram, push notifications, and similar channels.

• "Documentation" means user guides, help materials, and technical documentation NexScale makes available for the Service.

• "NexScale Marks" means the trademarks, service marks, trade names, logos, trade dress, brand names, and domain names of NexScale, whether registered or unregistered, including the marks "NexScale" and "NexScale Chloe," together with all goodwill associated with them.

• "Order" means an order placed through the Service, a payment link issued by NexScale, an order form, an invoice, or another written commercial document agreed by the Parties.

• "Discounted Introductory Period" has the meaning set out in Section 5.

• "Standard Subscription" has the meaning set out in Section 7.

• "Subscription Plan" means the subscription tier, term, fees, user limits, and other commercial terms applicable to Customer's use of the Service, as set out in the applicable Order or payment link.

3. The Service and License

3.1 License grant

Subject to Customer's compliance with these Terms and timely payment of all fees, NexScale grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Term, to access and use the Service solely for Customer's internal business operations and only by Authorized Users.

3.2 Authorized Users

Customer is responsible for all activity occurring under its Account and for ensuring that each Authorized User complies with these Terms. Customer must keep credentials confidential and must promptly notify NexScale at security@nexscale.ai of any actual or suspected unauthorized access. Unless otherwise specified in the Order, the Subscription Plan provides for one (1) Authorized User; additional users may be added subject to NexScale's then-current pricing.

3.3 Restrictions

Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas, models, or know-how of the Service; (b) modify, translate, or create derivative works of the Service; (c) sell, resell, license, sublicense, distribute, rent, lease, or otherwise commercially exploit the Service or make it available to any third party; (d) use the Service to build a competing product or service or to train, fine-tune, or improve any machine-learning or artificial-intelligence model that is not the Service; (e) interfere with or disrupt the integrity, security, or performance of the Service; (f) circumvent any usage limits, access controls, or rate limits; (g) scrape, crawl, or harvest data from the Service; (h) remove, obscure, or alter any NexScale Marks or any proprietary, attribution, or copyright notice displayed in or on the Service or the Documentation; or (i) use the Service in violation of applicable law, including without limitation Canada's Anti-Spam Legislation ("CASL"), the U.S. Telephone Consumer Protection Act ("TCPA"), the U.S. CAN-SPAM Act, or applicable privacy laws.

3.4 Beta and pre-release features

From time to time, NexScale may make beta, preview, or experimental features available. Such features are provided "as is" and "as available," may be discontinued at any time, are excluded from any uptime or service-level commitment, and are subject to any additional terms NexScale provides at the time of release.

4. Account Registration

4.1 Self-serve signup

To use the Service, Customer must register an Account at https://app.nexscale.ai/login and provide accurate, current, and complete information. Customer must update its information promptly if it changes. NexScale may refuse, suspend, or terminate any Account at its discretion where required to protect the integrity or security of the Service or to comply with applicable law.

4.2 Eligibility

Customer represents and warrants that (a) it is a business entity (or an authorized representative of one), (b) it has full power and authority to enter into these Terms, and (c) the individual creating the Account is at least the age of majority in their jurisdiction.

5. Discounted Introductory Period (Your First 3 Months with NexScale Chloe)

5.1 What it is

For new Customers, the first three (3) consecutive months of access to the Service constitute a "Discounted Introductory Period." The Discounted Introductory Period gives Customer three months of access to the Service at a discounted rate so that Customer can put NexScale Chloe to work, see the impact on its business, and then decide whether to continue. During the Discounted Introductory Period, Customer receives setup and configuration assistance, hands-on support, and a 100% Satisfaction Guarantee (Section 6).

5.2 Duration

The Discounted Introductory Period begins on the Activation Date, which is the later of (a) the date Customer's Account is created, and (b) the date NexScale receives Customer's payment in full of the Introductory Fee (Section 5.4). The Discounted Introductory Period ends on the day immediately before the same calendar day three (3) months later (e.g., an Activation Date of June 1 ends August 31).

5.3 Scope

During the Discounted Introductory Period, Customer receives:

• access to the Service for one (1) Authorized User (the Customer's owner, manager, or designated business representative);

• standard onboarding assistance, including initial Platform configuration and CRM/data integration support;

• email support at support@nexscale.ai with a target response time of two (2) business days; and

• a mid-period (Week 6) and end-of-period (Week 12) review with a NexScale representative, scheduled in advance.

5.4 Introductory Fee

During the Discounted Introductory Period, Customer receives a discount off NexScale's then-current standard monthly list price for the Service (the "Standard Monthly Fee"). The resulting discounted amount is the "Introductory Fee." The applicable discount, the Standard Monthly Fee, the Introductory Fee, and any applicable taxes are set out in the payment link or Order that NexScale issues to Customer.

The Introductory Fee is prepaid in a single charge for the entire 3-month Discounted Introductory Period, in the amount set out in the payment link (plus applicable taxes), payable upfront via the Stripe payment link issued by NexScale. Customer first creates its Account (Section 4); NexScale then provides the Stripe payment link to Customer separately. Account creation alone does not activate paid access — the Discounted Introductory Period and access to the Service begin only upon NexScale's receipt of payment in full.

5.5 Continuation after the Discounted Introductory Period

At least fourteen (14) days before the end of the Discounted Introductory Period, NexScale will email Customer a Stripe subscription link for a paid Standard Subscription (Section 7). If Customer completes payment by the end of the Discounted Introductory Period, the Account is upgraded without interruption and Customer's data, settings, and configuration carry over seamlessly. If Customer does not complete payment by the end of the Discounted Introductory Period, access to the Service ends on the day after the Discounted Introductory Period ends; Client Data is retained during the Wind‑Down Period under Section 14.2 so that Customer may resume by completing payment within that window.

5.6 Single Discounted Introductory Period

The Discounted Introductory Period is offered once per Customer (and once per affiliated business). It is not stackable, transferable, or assignable, and may not be combined with any other promotional discount unless expressly agreed in writing by NexScale.

6. 100% Satisfaction Guarantee

6.1 Our commitment

NexScale is committed to delivering a high-quality experience during the Discounted Introductory Period. If, at any time during the Discounted Introductory Period, Customer is not satisfied with the Service, Customer may request a full refund of the Introductory Fee.

6.2 How to request a refund

To request a refund, Customer must:

1. send a written request to support@nexscale.ai before the end of the Discounted Introductory Period, including (a) the Customer's Account email, (b) a brief description of the concerns, and (c) the words "Satisfaction Guarantee Refund Request" in the subject line;

2. allow NexScale a good-faith opportunity (up to ten (10) business days) to address the concerns; and

3. if the concerns remain unresolved at the end of that period — at Customer's sole discretion — confirm in writing that Customer wishes to proceed with the refund.

6.3 Refund processing

Upon Customer's confirmation under Section 6.2(3), NexScale will process a refund of 100% of the Introductory Fee actually paid by Customer to the original method of payment within fourteen (14) business days. Customer's access to the Service will terminate upon NexScale's issuance of the refund, and Section 18.4 (effects of termination) will apply.

6.4 Limits and exclusions

The Satisfaction Guarantee:

• applies only during the Discounted Introductory Period and only to the Introductory Fee actually paid;

• is voided by Customer's material breach of these Terms (including any restriction in Section 3.3 or any unlawful use), in which case NexScale may decline the refund, acting reasonably; and

• does not apply to taxes, third-party fees, payment-processor fees, or any fees associated with the Standard Subscription or any add-on services.

6.5 No double recovery

The Satisfaction Guarantee is Customer's sole and exclusive financial remedy in respect of dissatisfaction with the Service during the Discounted Introductory Period, and is in lieu of any other refund, credit, or damages claim.

7. Continuation to Standard Subscription

7.1 How continuation works

At the end of the Discounted Introductory Period, Customer's access to the Service does not automatically renew or convert to a paid Standard Subscription. To continue using the Service beyond the Discounted Introductory Period, Customer must complete payment for a Standard Subscription via the Stripe subscription link issued by NexScale. The day immediately after the Discounted Introductory Period ends is the "Conversion Date." If Customer completes payment on or before the Conversion Date, the Account is upgraded to a Standard Subscription with no interruption and no need to re‑onboard; Customer's data, settings, and configuration carry over seamlessly, and Customer may then add Authorized Users beyond the initial one in accordance with the applicable Subscription Plan. If Customer does not complete payment by the Conversion Date, access to the Service ends at the close of the Discounted Introductory Period, subject to Section 14.2.

7.2 Advance notice

At least fourteen (14) days before the end of the Discounted Introductory Period, NexScale will send Customer an email stating that the Discounted Introductory Period is ending, the Standard Monthly Fee that will then apply, the available Standard Subscription plans (Section 7.4), and the Stripe subscription link. NexScale may send additional reminders before and on the Conversion Date.

7.3 Authorization of recurring charges

Customer authorizes recurring monthly (or, if Customer elects an Annual ARR Plan, annual) charges to the payment method Customer provides when completing payment for a Standard Subscription via the Stripe subscription link, billed in advance for each subsequent billing cycle until cancelled in accordance with Section 7.5. No charges are made under this Section before Customer completes payment for a Standard Subscription.

7.4 Standard Subscription plans

• Monthly Plan: the Standard Monthly Fee, plus applicable taxes, billed monthly in advance. This is the default plan on conversion.

• Annual ARR Plan (incentive): Customer may instead elect an annual plan and pay for eleven (11) months upfront for twelve (12) months of access — effectively one month free (~8.3% savings versus the Monthly Plan).

The Standard Monthly Fee and the ARR Plan price are NexScale's then-current list prices, are set out in the applicable payment link or Order, and may be adjusted in accordance with Section 20 (Changes to these Terms).

7.5 Renewal and cancellation

The Monthly Plan renews automatically each month until cancelled. Customer may cancel the Monthly Plan at any time by giving NexScale at least thirty (30) days' written notice, through the Account or by email to support@nexscale.ai. Cancellation takes effect at the end of the monthly billing cycle in which the 30-day notice period expires; Customer remains liable for all fees through that date and will not be charged thereafter. The Annual ARR Plan renews automatically for successive twelve (12)-month terms unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current annual term. NexScale will give Customer at least thirty (30) days' advance notice of any price increase that will apply at renewal.

7.6 Mid-term changes

Customer may upgrade its Subscription Plan or add Authorized Users at any time, with pro-rated charges applied. Downgrades and reductions take effect at the start of the next billing cycle.

8. Fees, Payment and Taxes

8.1 Currency and payment method

All fees are stated in U.S. dollars (USD), are exclusive of taxes, and are payable via the Stripe payment link or other electronic payment method designated by NexScale. NexScale uses Stripe, Inc. as its payment processor; Customer's use of Stripe is subject to Stripe's terms.

8.2 Taxes

Fees do not include any sales, use, value-added, goods-and-services (GST/HST), provincial sales (PST/QST), excise, or similar taxes ("Taxes"). Customer is responsible for all Taxes associated with its purchase, except for Taxes imposed on NexScale's net income. Where NexScale is required by law to collect Taxes, those Taxes will be added to the invoice or charged through the payment link.

8.3 Late payment and suspension

Except for refunds expressly provided in these Terms (including Section 6), all fees are non-refundable once paid. If a payment is overdue or a charge is reversed, NexScale may, on at least seven (7) days' written notice and without prejudice to any other rights: (a) charge interest at the lower of 1.5% per month or the maximum rate permitted by law; and (b) suspend Customer's access to the Service until amounts are paid in full.

8.4 Disputes

Customer must notify NexScale of any good-faith billing dispute within thirty (30) days of the relevant charge; otherwise the charge is deemed accepted.

9. Customer Responsibilities and Acceptable Use

9.1 Compliance with law

Customer is solely responsible for ensuring that its use of the Service, the Client Data it provides, and any communications sent through the Communication Channels comply with all applicable laws, including:

• in Canada: the Personal Information Protection and Electronic Documents Act (PIPEDA), provincial private-sector privacy laws (including Quebec's Loi 25, Alberta PIPA, and BC PIPA), Canada's Anti-Spam Legislation (CASL), and applicable consumer-protection laws; and

• in the United States: the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, applicable state privacy laws (including the CCPA/CPRA, VCDPA, CPA, CTDPA, UCPA, and other state comprehensive privacy laws), and applicable state consumer-protection laws.

9.2 Consents

Customer represents and warrants that it has obtained all rights, authorizations, opt-ins, and consents required to (a) provide Client Data to NexScale for processing through the Service, and (b) send messages through the Communication Channels to its members, clients, prospects, or other recipients (including, where applicable, prior express written consent under TCPA and express or implied consent under CASL).

9.3 Suitability of Client Data

Customer must not upload to the Service: (a) "sensitive personal information" beyond what is reasonably necessary for the Service (including health, biometric, genetic, or government-identifier data) without first obtaining NexScale's written agreement and putting in place any additional protections required by law; (b) data of children under the age of majority in their jurisdiction; or (c) any data Customer is not lawfully entitled to share.

9.4 Honest and lawful messaging

Communications sent through the Communication Channels must be honest, accurate, and not misleading; must include any sender identification and unsubscribe mechanism required by CASL, TCPA, or CAN-SPAM; and must respect recipients' opt-out and do-not-call preferences.

10. Client Data and Privacy

10.1 Ownership

As between the Parties, Customer owns all right, title and interest in the Client Data.

10.2 License to NexScale

Customer grants NexScale a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use the Client Data solely as necessary to (a) provide, secure, maintain, and improve the Service for Customer; (b) generate AI Outputs requested by Customer; (c) prevent or address technical, security, or fraud issues; and (d) comply with applicable law or valid legal process.

10.3 Roles

For purposes of applicable privacy laws, with respect to Client Data:

• Customer is the controller (or "business" / "person responsible"); and

• NexScale is the processor (or "service provider").

NexScale will process Client Data only on Customer's documented instructions, including those set out in these Terms and the Privacy Policy, except where otherwise required by applicable law.

10.4 No training of shared or general AI models

NexScale will not use Client Data to train, fine-tune, or improve any general-purpose or shared AI model. NexScale may use de-identified, anonymized, or aggregated data derived from use of the Service to operate, secure, troubleshoot, and improve the Service, provided such data does not identify Customer, any Authorized User, or any individual.

10.5 Subprocessors

Customer authorizes NexScale to engage subprocessors (including cloud-hosting providers, AI model providers, communications gateways, and payment processors) to assist in providing the Service. NexScale will impose data-protection obligations on each subprocessor that are no less protective than those in these Terms and the Privacy Policy, and remains responsible for the performance of its subprocessors.

10.6 Security

NexScale will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. NexScale will notify Customer without undue delay after becoming aware of a confirmed breach of security affecting Client Data, in accordance with applicable law.

10.7 Privacy Policy

Additional details about NexScale's processing of personal information are set out in the Privacy Policy, which is incorporated by reference. In the event of a conflict between these Terms and the Privacy Policy with respect to Client Data, these Terms control.

11. AI Outputs

11.1 Assistive only

The Service may use artificial-intelligence and large-language-model technology to generate AI Outputs. AI Outputs are assistive and informational only and are not professional advice (legal, medical, financial, fitness/health, accounting, or otherwise). AI Outputs may be incomplete, inaccurate, biased, or out of date.

11.2 Customer responsibility

Customer is solely responsible for reviewing, validating, and deciding whether to act on AI Outputs, and for any communications sent to its members, clients, or staff based on AI Outputs. Customer should not rely on AI Outputs as the sole basis for material decisions affecting individuals.

11.3 No guarantee

NexScale makes no representation or warranty as to the accuracy, completeness, currency, fitness for a particular purpose, or non-infringement of AI Outputs.

12. Intellectual Property

12.1 NexScale ownership

NexScale and its licensors retain all right, title, and interest in and to the Service, the Documentation, the AI models and weights, the underlying software and infrastructure, the NexScale Marks, all improvements thereto, and all related intellectual-property rights. No rights are granted to Customer except as expressly set out in these Terms.

12.2 Feedback

If Customer provides any suggestions, ideas, comments, enhancement requests, or other feedback regarding the Service ("Feedback"), Customer grants NexScale a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, and exploit the Feedback for any purpose, without obligation or attribution. NexScale will not publicly attribute Feedback to Customer without Customer's consent.

12.3 NexScale Marks

The NexScale Marks are owned exclusively by NexScale. NexScale uses the "™" symbol with its marks and may apply to register one or more of them; Customer acknowledges NexScale's ownership of, and all goodwill in, the NexScale Marks, whether registered or unregistered. Except for the limited attribution license in Section 12.4, these Terms grant Customer no right, title, license, or interest in or to the NexScale Marks. Customer will not, during or after the term of these Terms: (a) use any NexScale Mark except as expressly permitted in these Terms; (b) use, adopt, register, or attempt to register any trademark, trade name, business name, domain name, social-media handle, or application name that consists of, incorporates, or is confusingly similar to any NexScale Mark; (c) challenge, or assist any third party in challenging, the validity, ownership, or enforceability of the NexScale Marks; or (d) use the NexScale Marks in any manner that is misleading or disparaging, or that implies a partnership, sponsorship, endorsement, or joint venture that does not in fact exist. All use of the NexScale Marks by Customer, and all goodwill arising from that use, inures solely to the benefit of NexScale.

12.4 "Powered by NexScale Chloe" attribution license

Subject to these Terms, NexScale grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Term, to display the designation "Powered by NexScale Chloe" and any related badge or logo NexScale makes available, solely (a) to indicate that Customer uses the Service, and (b) in accordance with any brand or trademark usage guidelines NexScale provides from time to time. Customer must not modify the badge or logo, alter its colors, proportions, or wording, or use it in any manner that implies NexScale endorses or is responsible for Customer's products, services, or content. NexScale may update its brand guidelines, and may suspend or revoke this license, on written notice; Customer will conform or cease the relevant use within a reasonable period after notice and, in any event, immediately upon termination or expiration of these Terms.

12.5 Publicity

Except for the attribution license in Section 12.4, neither Party may use the other's trademarks, logos, or trade names without prior written consent. NexScale may identify Customer by name and logo as a customer on its website and in customer lists; any deeper case study, testimonial, quote, or co-marketing requires Customer's written approval (not to be unreasonably withheld).

13. Confidentiality

13.1 Definition

"Confidential Information" means any non-public information disclosed by one Party ("Discloser") to the other ("Recipient") that is identified as confidential or that a reasonable person would understand to be confidential, including the Service's non-public features, pricing, roadmaps, and Client Data.

13.2 Obligations

Recipient will (a) use Confidential Information only for purposes of these Terms; (b) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity (and no less than reasonable care); and (c) not disclose it except to its personnel, advisors, or subprocessors who have a need to know and are bound by confidentiality obligations no less protective than these.

13.3 Exceptions

Confidential Information does not include information that is or becomes publicly available without breach, was known to Recipient without obligation of confidentiality before disclosure, is independently developed without use of Confidential Information, or is rightfully received from a third party without restriction. Recipient may disclose Confidential Information as required by law or valid legal process, provided it gives prompt notice (where lawful) so Discloser can seek a protective order.

13.4 Survival

Confidentiality obligations survive termination of these Terms for three (3) years, and indefinitely with respect to trade secrets.

14. Data Retention; Return and Deletion

14.1 Retention during the Subscription Term

NexScale will retain Client Data while the Account is active.

14.2 Post-termination

Within ninety (90) days after termination or expiration of the Subscription Term (the "Wind-Down Period"), Customer may request export of Client Data in a commonly used machine-readable format. After the Wind-Down Period, NexScale will delete or anonymize Client Data from active production systems, subject to (a) retention for up to an additional ninety (90) days in routine backups, after which Client Data will be overwritten in the ordinary course; and (b) any retention required by applicable law.

15. Warranties and Disclaimers

15.1 Mutual warranties

Each Party represents and warrants that it has the legal authority to enter into these Terms and that it will comply with applicable laws in performing its obligations.

15.2 Service warranty

NexScale warrants that the Service will perform materially in accordance with its Documentation under normal use during the Subscription Term. Customer's exclusive remedy for breach of this warranty is, at NexScale's option, repair or re-performance of the affected Service, or, if NexScale is unable to do so within a reasonable period, termination of the affected Subscription Plan and a pro-rata refund of pre-paid fees for the unused portion of the then-current term.

15.3 Disclaimer

Except as expressly set out in these Terms, the Service, AI Outputs, and all related materials are provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, NexScale disclaims all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or trade usage. NexScale does not warrant that the Service will be uninterrupted, error-free, or fully secure, or that AI Outputs will be accurate, complete, or suitable for any particular purpose.

16. Limitation of Liability

16.1 Exclusion of indirect damages

To the maximum extent permitted by law, neither Party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, business, goodwill, anticipated savings, data, or use, arising out of or in connection with these Terms or the Service, even if advised of the possibility of such damages.

16.2 Cap on liability

Each Party's total aggregate liability arising out of or related to these Terms will not exceed the greater of (a) the total fees actually paid by Customer to NexScale under these Terms during the twelve (12) months immediately preceding the event giving rise to liability, and (b) USD $1,000.

16.3 Carve-outs

The exclusions and cap in Sections 16.1 and 16.2 do not apply to: (a) Customer's payment obligations; (b) either Party's indemnification obligations under Section 17; (c) Customer's breach of Section 3.3 (Restrictions) or its infringement or misappropriation of NexScale's intellectual property; (d) breach of Section 13 (Confidentiality), other than relating to Client Data, which remains subject to Section 16.2; or (e) liability that cannot lawfully be excluded or limited.

16.4 Allocation of risk

Customer acknowledges that the limitations in this Section 16 are an essential basis of the bargain and that the fees reflect this allocation of risk.

17. Indemnification

17.1 By Customer

Customer will defend, indemnify, and hold harmless NexScale and its affiliates, officers, directors, employees, and agents from and against any third-party claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer's or any Authorized User's breach of these Terms; (b) Client Data, including any claim that Client Data violates applicable law or infringes third-party rights; (c) Customer's use of the Communication Channels, including any alleged violation of CASL, TCPA, CAN-SPAM, or similar law; (d) Customer's use of AI Outputs; or (e) the negligence, willful misconduct, or violation of law by Customer or its Authorized Users.

17.2 By NexScale

NexScale will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Service, as provided by NexScale and used by Customer in accordance with these Terms, infringes a Canadian or U.S. patent, registered copyright, or registered trademark of a third party, and will pay damages and costs finally awarded against Customer (or agreed in settlement) arising from such a claim. NexScale's obligations do not apply to the extent the claim arises from (i) Client Data; (ii) modifications to the Service not made by NexScale; (iii) combination of the Service with products or services not supplied by NexScale; (iv) use of the Service other than as permitted by these Terms; or (v) AI Outputs. If the Service becomes, or in NexScale's opinion is likely to become, the subject of an infringement claim, NexScale may, at its option, (1) procure the right for Customer to continue using the Service, (2) replace or modify the Service so it is non-infringing while remaining substantially equivalent in function, or (3) terminate the affected Subscription Plan and refund any pre-paid, unused fees. Section 17.2 states NexScale's sole liability and Customer's sole remedy for third-party intellectual-property claims.

17.3 Process

The indemnified Party will (a) give the indemnifying Party prompt written notice of the claim; (b) grant the indemnifying Party sole control of the defense and settlement (provided that no settlement requiring an admission or payment by the indemnified Party may be made without consent); and (c) provide reasonable cooperation, at the indemnifying Party's expense.

18. Term, Suspension and Termination

18.1 Term

These Terms apply from the Activation Date and continue until terminated as set out below.

18.2 Termination for convenience

• During the Discounted Introductory Period: Customer may terminate at any time under the Satisfaction Guarantee in Section 6, or may simply decline to continue by not completing payment for a Standard Subscription before the Conversion Date.

• Standard Subscription: Customer may terminate the Monthly Plan at any time by giving NexScale at least thirty (30) days' written notice; cancellation takes effect at the end of the monthly billing cycle in which the 30-day notice expires. The Annual ARR Plan terminates effective at the end of the then-current annual term on written notice of non-renewal given by either Party at least sixty (60) days before that date. NexScale may also terminate under Section 18.3 (Termination for cause).

18.3 Termination for cause

Either Party may terminate these Terms immediately on written notice if the other Party (a) materially breaches these Terms and fails to cure within fifteen (15) days after written notice (or, for non-payment, seven (7) days), or (b) becomes insolvent, makes a general assignment for the benefit of creditors, files for bankruptcy, or is the subject of a comparable proceeding. NexScale may terminate or suspend immediately if continued operation would violate applicable law, expose the Service or other customers to material security risk, or breach NexScale's obligations to a third party.

18.4 Effects of termination

On termination or expiration: (a) all licenses granted to Customer end; (b) Customer must cease all use of the Service; (c) Customer remains liable for all fees accrued before termination and, except as expressly provided in these Terms (including Section 6), no refund is owed; and (d) Client Data will be handled in accordance with Section 14.

18.5 Survival

Sections 2, 3.3, 8 (with respect to amounts owing), 10–17, 18.4, 18.5, and 19–25 survive termination.

19. Force Majeure

Neither Party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications outages, cyberattacks, epidemics, pandemics, or natural disasters. The affected Party will give prompt notice and use commercially reasonable efforts to mitigate. If a force-majeure event continues for more than sixty (60) consecutive days, either Party may terminate the affected Subscription Plan on written notice, and NexScale will refund any pre-paid, unused fees.

20. Changes to these Terms

NexScale may modify these Terms from time to time. NexScale will provide at least thirty (30) days' advance notice of material changes (by email to the Customer's Account email and/or in-product notice). Material changes take effect on the date stated in the notice. Customer's continued use of the Service after the effective date constitutes acceptance of the changes; if Customer does not agree, Customer may terminate under Section 18.2. Non-material changes (e.g., clarifications, formatting) take effect on posting.

21. Governing Law and Jurisdiction

21.1 Governing law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.2 Exclusive jurisdiction

The courts located in Toronto, Ontario, Canada have exclusive jurisdiction to hear and determine any dispute arising out of or relating to these Terms or the Service, and each Party irrevocably submits to the personal jurisdiction of those courts; provided that NexScale may bring an action for injunctive relief or to enforce its intellectual-property rights in any court of competent jurisdiction.

21.3 Consumer-rights savings clause

Nothing in this Section 21 limits any mandatory consumer-protection rights that may apply to an individual customer under the laws of the customer's jurisdiction, including (where applicable) the Consumer Protection Act, 2002 (Ontario), Quebec's Consumer Protection Act (Loi sur la protection du consommateur), or U.S. state consumer-protection laws.

22. United States Customers

If Customer is located in the United States or accepts these Terms from the United States, the following additional provisions apply.

22.1 Consent to Canadian jurisdiction

Customer expressly consents to the governing-law and exclusive-jurisdiction provisions in Section 21, acknowledges that NexScale is a Canadian company providing the Service from Canada, and waives any objection based on inconvenient forum.

22.2 Mutual jury-trial waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

22.3 Class-action waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. If this waiver is held unenforceable in any jurisdiction, the unenforceable portion is severable from the rest of these Terms.

22.4 TCPA / CAN-SPAM compliance

Customer represents and warrants that, before sending any communication through the Communication Channels, it has obtained all consents required by TCPA, CAN-SPAM, and analogous state laws (including any required prior express written consent for autodialed or pre-recorded calls/SMS), and that it will honor opt-out requests promptly.

22.5 Automatic-renewal disclosures

For Customers who choose to continue with a Standard Subscription (Section 7), Customer acknowledges that a Standard Subscription is a recurring paid subscription that automatically renews each billing cycle until cancelled, and that the recurring charges, billing frequency, and methods of cancellation are disclosed in Section 7. This disclosure, together with Customer's acceptance of these Terms and Customer's affirmative completion of payment for a Standard Subscription, is intended to satisfy applicable automatic‑renewal and negative‑option laws, including the U.S. federal Restore Online Shoppers' Confidence Act (ROSCA), the FTC's negative‑option rule, and state automatic‑renewal laws such as California's Automatic Renewal Law. The Discounted Introductory Period itself does not automatically renew or convert to a paid Standard Subscription — see Section 7.

22.6 U.S. government end users

The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. Any U.S. government use is subject only to the rights set out in these Terms.

22.7 Export controls and sanctions

Customer represents and warrants that it is not located in, and is not a national or resident of, any country subject to a comprehensive U.S. or Canadian embargo, and is not on any U.S. or Canadian restricted-party list. Customer will not use or export the Service in violation of applicable export-control laws.

23. Quebec Customers and Bilingual Language Clause

23.1 Mandatory Quebec rights

For Customers located in Quebec or whose Authorized Users are located in Quebec, nothing in these Terms limits any mandatory rights that may apply under Quebec law, including the Civil Code of Québec, the Charter of the French Language, Loi 25, or, where applicable, the Consumer Protection Act (Quebec).

23.2 Language clause

The Parties confirm that they have expressly requested that these Terms and all related documents (including notices, communications, and ancillary documents) be drafted in the English language only. Les parties confirment avoir expressément exigé que les présentes conditions générales ainsi que tous les documents s'y rattachant (y compris les avis, communications et documents accessoires) soient rédigés en anglais seulement.

23.3 French version

A French translation of these Terms may be provided on request to legal@nexscale.ai. In the event of any inconsistency between the English and any French version, the English version controls to the extent permitted by law.

24. General

24.1 Entire agreement

These Terms (including the Privacy Policy and any applicable Order or payment-link terms) constitute the entire agreement between the Parties with respect to the Service and supersede all prior agreements, proposals, and communications. Any pre-existing pilot agreement between the Parties is superseded by these Terms upon Customer's acceptance, except for Customer's payment obligations and any rights or obligations that, by their nature, survive termination.

24.2 Order of precedence

In the event of a conflict, the following order of precedence applies (highest to lowest): (a) a signed Order Form; (b) these Terms; (c) the Privacy Policy; (d) the Documentation. Pre-printed terms on Customer's purchase orders are rejected and have no effect.

24.3 Assignment

Customer may not assign or transfer these Terms (by operation of law or otherwise) without NexScale's prior written consent, except to an affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not a competitor of NexScale and assumes all obligations. NexScale may assign these Terms without consent. Any non-permitted assignment is void.

24.4 Severability

If any provision is held invalid or unenforceable, the remainder of these Terms remains in full force and the invalid provision will be modified to the minimum extent necessary to be valid and enforceable.

24.5 No waiver

A Party's failure to enforce any provision is not a waiver of its right to do so later.

24.6 Independent contractors

The Parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.

24.7 No third-party beneficiaries

These Terms do not create any third-party beneficiary rights.

24.8 Notices

Notices to NexScale must be sent to legal@nexscale.ai, with a copy to NexScale Inc., 99 Kirk Drive, Thornhill, Ontario, Canada. Notices to Customer may be sent to the email address associated with the Account or via in-product notice. Notices are deemed given on the next business day after sending.

24.9 Electronic signatures and acceptance

The Parties agree that electronic acceptance (including click-through, payment via the Stripe payment link, or use of the Service) constitutes a valid signature with the same force and effect as a handwritten signature, and that these Terms may be entered into in counterparts, each of which is deemed an original.

24.10 Headings

Headings are for convenience only and do not affect interpretation.

25. Contact Us

NexScale Inc.

99 Kirk Drive, Thornhill, Ontario, Canada

Legal: legal@nexscale.ai

Support: support@nexscale.ai

Security: security@nexscale.ai

Web: https://www.nexscale.ai

Trademark Notice. NexScale™ and NexScale Chloe™ are trademarks of NexScale Inc., whether registered or unregistered. Other product, service, and company names referenced in these Terms may be trademarks of their respective owners. All rights reserved.

Thank you for partnering with NexScale. We are committed to helping your business grow with AI-driven insights, operational clarity, and a partnership that earns your trust on day one — and every day after.