Terms of Service

1. Agreement to these terms

These Terms of Service ("Terms") form a binding agreement between you and NexusAI Gear Platforms Inc., a company incorporated in Ontario, Canada with its registered office in Aurora, Ontario ("NexusAI Gear", "we", "us"). They apply to your use of our website, the NexusAI Studio content generation service, the NexusAI Docs operational systems marketplace, the NexusAI Gear Store marketplace, and any professional services we perform for you.

By creating an account, purchasing a subscription, placing an order, or signing a statement of work, you accept these Terms. If you are accepting on behalf of a company, you confirm you have authority to bind that company, and "you" includes that company. If you do not agree with anything here, do not use the services - and tell us what is wrong so we can fix it.

Custom platform engagements are governed by a separate signed statement of work. Where a statement of work conflicts with these Terms, the statement of work controls for that engagement only.

2. Accounts

You must provide accurate registration information and keep it current. You are responsible for activity that happens under your account, so keep your credentials confidential and enable multi-factor authentication wherever it is offered. Notify us promptly at security@nexusaigear.com if you believe your credentials have been compromised.

You must be at least 18 years old, or the age of majority where you live, to hold an account. If you are under 18, a parent or guardian must create and manage the account on your behalf.

You may not share a single login across people. Team and Business plans provide seats for real individuals in your organisation; credentials may be shared only where your plan explicitly permits a shared workspace account.

3. Acceptable use

You agree not to use the services to:

• Break the law, or infringe the rights of others, including intellectual property, privacy, or publicity rights.
• Generate content that is defamatory, hateful, or harassing, or that depicts the sexual exploitation of minors or non-consensual intimate imagery.
• Impersonate a person or organisation, or misrepresent your affiliation or the origin of content.
• Generate material that violates applicable privacy law - including content derived from a real person's likeness or voice without their consent.
• Attempt to circumvent plan limits, resell or share accounts, scrape the services, or probe our infrastructure without written authorisation.
• Interfere with the services' operation, including by introducing malware, flooding the platform with abusive requests, or overloading generation queues.
• List on the Gear Store counterfeit, stolen, recalled, or otherwise unlawful goods, or misrepresent a product's specifications or condition.

We may suspend or terminate an account that breaches this section, and we will normally tell you why first and give you a chance to fix the issue unless the breach is severe, unlawful, or puts other customers at risk.

4. AI output and ownership

4.1 What you own

You own the prompts you submit, the files you upload, and the output we generate for you. To the extent permitted by law, you own your AI output. You are free to use, edit, publish, sell, or licence it, subject to the limitations below and to any third-party rights in the material you supplied.

4.2 Our licence

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, and display your content only as necessary to operate the services for you, including generating output, rendering your documents, and providing support. That licence ends when you delete the content and we complete our retention cycle.

4.3 Limitations on output

• Output is produced by probabilistic models. It may be inaccurate, incomplete, outdated, or nonsensical, and it may contain errors or reflect biases present in the models or in your source material. You must review output before relying on it.
• Output is not guaranteed to be unique. Similar prompts may produce similar results, and another customer may receive similar output.
• You are responsible for clearance of any rights in material you upload, and for the lawfulness of how you use the output, including advertising, medical, legal, financial, and employment claims.
• Where output closely resembles a protected work, you may need to modify it. We do not provide legal advice on copyrightability of output in any jurisdiction.
• We do not warrant that output will not infringe third-party rights, and we make no indemnity for output claims except as expressly stated in section 11.

5. NexusAI Gear Store terms

5.1 Vendor relationships

The Gear Store operates a curated marketplace. Some products are sourced and fulfilled by NexusAI Gear; others are sold by independent vendors who set their own prices, handle their own inventory, and provide their own product support. Where a listing names an external vendor, that vendor is the seller of record and the party responsible for the product, its warranty, and its returns. We act as the marketplace operator and payment facilitator.

We review every vendor before onboarding and re-audit on a rolling basis, but we do not warrant vendor products as if they were our own. We are not a party to any separate warranty a vendor offers beyond the terms stated in the listing.

5.2 Orders, shipping, and delivery

Orders are accepted when we send a shipping confirmation, not when you submit the order form. Product availability is confirmed at checkout and can change; if an item becomes unavailable we will offer a full refund of that line item. We ship from our Aurora, Ontario warehouse to Canada, the United States, the United Kingdom, the EU, Australia, and New Zealand. Delivery estimates are estimates, not guarantees, and risk of loss passes to you on delivery to the carrier, with title passing on receipt of the goods.

5.3 Returns and refunds

You may return most hardware within 30 days of delivery in resalable condition for a full refund of the product price; return shipping is on us. Original shipping charges are not refundable unless the item was faulty or incorrect. Customised, engraved, or pre-configured items are returnable only if faulty. Refunds are issued to the original payment method within 10 business days of the return arriving at our warehouse and passing inspection.

5.4 Warranty

Manufacturer warranties apply in addition to your statutory rights, typically running 12 to 24 months from delivery. Warranty claims on vendor products are routed to the vendor, and we help you make the claim rather than leaving you to chase it. Nothing in this section limits rights you have under the Consumer Protection Act, 2002 (Ontario) or the equivalent legislation in your country.

5.5 Third-party products

Products listed in the store are third-party goods. We do not control their manufacture and we are not responsible for a product's design or for incidental harm arising from normal use. Prices, availability, and specifications may change without notice, and we may correct obvious pricing errors - if we list an item at the wrong price, we will contact you before shipping and you may cancel for a full refund.

6. Subscriptions, billing, and cancellation

Subscription plans are billed in advance monthly or annually through our payment processor. Annual plans are charged up front. Where a plan includes usage credits or generation quotas, unused credits do not roll over into the next period unless your plan says otherwise, and we will notify you before a plan change reduces credits you have already paid for.

You can cancel at any time from your billing settings. Cancellation stops renewal; it does not retroactively change a period already paid for, and it does not entitle you to a refund of the remaining term except where required by law or where we offer a pro-rata refund on annual plans. When you cancel a paid plan, your workspace stays readable in a read-only state for 30 days so you can export your content. After that, content is deleted on the retention schedule in our Privacy Policy.

Failed payments are retried over a period of 14 days, during which your account remains active. If payment ultimately fails, the account moves to a read-only state and the subscription is cancelled.

Fees are exclusive of applicable sales tax, GST/HST, and customs duties, which are your responsibility except where we are required by law to collect them at checkout. Fees are non-refundable except as expressly stated in these Terms or as required by law.

7. Intellectual property

Our platform, products, brand, documentation, and the underlying software - including the NexusAI Studio and NexusAI Docs applications, the Gear Store, and our own source code - are owned by NexusAI Gear and protected by copyright, trademark, and other intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable licence to use those services strictly as permitted by these Terms and your plan.

You keep all rights in content you submit to the services. You grant us the licence described in section 4.2. You may not resell access to the services, present them as your own product, or use our name or marks in a way that implies endorsement without our written permission.

Feedback you send us may be used freely and without obligation or attribution. We will not treat your confidential information as feedback unless you tell us it is not confidential.

8. Confidentiality

Each party may receive non-public information from the other - technical, commercial, or operational. The receiving party will protect that information using at least reasonable care, use it only for the purposes of the agreement, and disclose it only to people who need it and are bound by equivalent obligations. These duties do not apply to information that is or becomes public through no fault of the receiving party, was already known to them, is independently developed without use of the confidential information, or must be disclosed by law, in which case we give prompt notice where lawful. These confidentiality obligations survive termination by three years, and indefinitely for trade secrets and personal information.

9. Availability and support

We work to keep the services available and aim for 99.9% monthly uptime for paid plans, excluding scheduled maintenance announced at least 48 hours in advance and events outside our reasonable control. Support is provided by email during Canadian business hours, with a one-business-day response target on standard plans and a four-hour first response on Business and Enterprise plans.

Features may be added, changed, or deprecated over time. We will give reasonable notice before a material deprecation and provide a migration path where the change would break an active workflow. We do not guarantee that every feature will exist indefinitely.

10. Disclaimers

Except as expressly stated in these Terms, the services are provided "as is" and "as available", and we disclaim all implied warranties, conditions, and representations, including merchantability, fitness for a particular purpose, non-infringement, and accuracy. We do not warrant that the services will be uninterrupted, error-free, or that generated output will be accurate, non-infringing, or suitable for your intended use. You are responsible for reviewing output and for the decisions you make based on it.

Nothing in these Terms excludes warranties or liabilities that cannot be excluded under Ontario or Canadian consumer protection law.

11. Indemnity

You agree to defend, indemnify, and hold harmless NexusAI Gear, its officers, employees, and affiliates from third-party claims arising from your content, your use of the services in breach of these Terms, your unlawful use of the Gear Store, or your violation of a third party's intellectual property or privacy rights - and to cover reasonable legal fees and damages awarded. We will notify you promptly of any claim and let you control the defence, but we may participate with our own counsel.

Our obligation to indemnify you for third-party intellectual property claims arising from the services themselves is limited to the amounts you paid us in the twelve months before the claim was made, and we may, at our option, modify the service, procure the right to continue using it, or terminate the affected feature with a pro-rata refund. This section does not apply where the claim results from your own content or your modification of the services.

12. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of these Terms or the services. Each party's total aggregate liability is limited to the greater of the amount you paid us in the twelve months preceding the event giving rise to the claim, or CAD 1,000.

These limits apply regardless of the legal theory and even if we were told the possibility of such damages. They do not apply to your payment obligations, our obligation to protect your personal information under the Privacy Policy, or liability that cannot lawfully be limited.

13. Termination

You may stop using the services and cancel at any time. We may suspend or terminate access for non-payment, breach of these Terms, or where required by law, and we will try to give you notice and an opportunity to cure first. On termination, your right to use the services ends, your licence to our software ends, and we will handle your data as described in section 6 and in the Privacy Policy. Sections covering ownership of output, confidentiality, disclaimers, limitation of liability, indemnity, and governing law survive termination.

14. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts of Ontario have exclusive jurisdiction over any dispute arising from these Terms, and both parties consent to that jurisdiction. Before filing a claim, please raise the issue with us at hello@nexusaigear.com - most disputes are resolved faster and more cheaply that way. Nothing in this section prevents either party from seeking injunctive relief for intellectual property or confidentiality breaches.

15. General

If any provision is held unenforceable, the rest stays in force and the provision is read down to the minimum extent needed. Our failure to enforce a right is not a waiver of it. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets; we may assign these Terms on the same terms. These Terms, the Privacy Policy, and any statement of work form the entire agreement between us on their subject matter and supersede prior discussions. Any amendment must be in writing and signed by both parties, except for changes we make to these Terms under section 16.

16. Changes to these Terms

We may update these Terms as the services evolve. The effective date at the top reflects the current version. For material changes we will give account holders at least 30 days' notice by email and by a notice on this page. If you do not accept the changes, you may cancel before they take effect and we will refund the unused portion of any prepaid period. Changes apply from the effective date stated, and the version in force while you used the services governs any earlier conduct.

17. Contact

NexusAI Gear Platforms Inc.
Aurora, Ontario, Canada

General and legal questions: hello@nexusaigear.com
Security disclosures: security@nexusaigear.com

You can also reach us through the contact page, or read the FAQ for answers to common questions.