Terms of Service

1. Agreement and Scope

These Terms of Service ("Terms") govern your access to and use of nexalai.com, the official Nexal AI hosted web service, and the official Nexal AI mobile applications distributed by COCIVAI LLC (collectively, the "Services"). "Nexal AI," "we," "us," and "our" mean COCIVAI LLC.

By creating an account, purchasing a subscription, downloading an official application, or otherwise using the Services, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Services.

If you use the Services for a company or other organization, you represent that you have authority to bind that organization. In that case, "you" includes the organization. Additional written terms may apply to a separately negotiated business arrangement; if they conflict with these Terms, the signed additional terms control for that arrangement.

2. Eligibility and Accounts

You must be at least 13 years old to use the Services. If you are under the age of legal majority where you live, you may use the Services only with permission from a parent or legal guardian who agrees to these Terms. The Services are not directed to children under 13.

You must provide accurate account information and keep it reasonably current. You are responsible for activity under your account and for protecting your device, sign-in method, password, session, and provider credentials. Do not share access in a way that allows another person to evade account, security, or billing controls. Notify support@nexalai.com promptly if you believe an account or credential has been compromised.

You may not create an account if you are legally barred from using the Services or if we previously terminated your account for a serious violation and have not authorized its restoration.

3. Managed Hosting and Self-Hosted Software

Nexal AI Managed Hosting

Managed Hosting is the official service operated by Nexal AI. It includes access to the hosted web application and, where available, the official applications distributed through the Apple App Store and Google Play. Nexal AI operates the associated infrastructure, authentication, storage, databases, server functions, background processing, updates, and reasonable maintenance.

Managed Hosting is not a promise of uninterrupted service, a dedicated environment, a backup service for your only copy of important information, or a service-level agreement. Unless a separate written agreement says otherwise, no uptime, response time, recovery time, or support-time commitment applies.

Self-Hosted software

Nexal AI source code may be made available for Self-Hosted use under the license included with that source code. That software license—not these Terms—governs your right to copy, modify, or distribute the licensed source. These Terms still govern your use of our websites, official Managed Hosting, official app distribution, accounts, and Nexal AI trademarks.

A Self-Hosted deployment is operated by its owner, not by Nexal AI. The operator is responsible for infrastructure, authentication, credentials, data handling, backups, security, updates, notices, and legal compliance. Nexal AI is not responsible for a third party's deployment, modifications, availability, content, or handling of data, even if that deployment uses Nexal AI source code.

4. BYOK and AI Providers

The Services use a bring-your-own-key model ("BYOK"). You must connect and maintain an account and valid API credential with a supported AI provider to use AI features. Your provider—not Nexal AI—sets provider pricing, model access, usage limits, content rules, data practices, and availability. Provider charges are separate from Managed Hosting fees.

You authorize Nexal AI to store your provider credential in server-side secret storage and use it to submit requests that you initiate. You also authorize us to send the prompt, relevant conversation context, selected files or media, saved memory, tool inputs and results, and technical parameters reasonably needed to complete each request. You can remove or replace a saved credential through supported account controls.

You are responsible for complying with your provider's terms and protecting your provider account. Nexal AI is not responsible for provider charges, provider account suspension, model changes, rate limits, output, retention, or provider-side security. If a credential is invalid, disabled, rate-limited, or has insufficient provider balance, the affected feature may not work.

5. Your Content

"Your Content" means prompts, messages, files, images, audio, memory, custom context, mini apps, skills, tool inputs, feedback, and other material you submit to or create through the Services. As between you and Nexal AI, you retain your rights in Your Content.

You give Nexal AI a limited, worldwide, non-exclusive license to host, copy, transmit, format, display to you, and otherwise process Your Content only as reasonably necessary to provide, maintain, secure, troubleshoot, and support the Services; follow your instructions; enforce these Terms; and comply with law. This license ends when the content is deleted from our active systems, except to the extent limited retention is permitted under our Privacy Policy or required by law.

Nexal AI does not use your private prompts, conversations, files, memory, or other private content to train a Nexal AI general-purpose AI model. An independent AI provider may process content according to the terms and settings of your provider account.

You represent that you have the rights and permissions needed to submit Your Content and authorize the processing described in these Terms. You are responsible for Your Content and for deciding whether it is appropriate to submit to an AI provider. Do not submit confidential or regulated information unless you are authorized to do so and have determined that the Services and your provider account are appropriate for that information.

6. AI Outputs and Tool Actions

AI-generated responses and other generated material ("Output") may be inaccurate, incomplete, offensive, outdated, or similar to material generated for another user. Output is generated probabilistically and is not a statement of fact or a substitute for qualified professional judgment. You must review Output before relying on, sharing, publishing, or acting on it.

Do not rely on the Services as the sole basis for medical, legal, financial, employment, housing, education, insurance, credit, safety-critical, emergency, or other high-impact decisions. The Services do not provide professional advice, and Nexal AI does not guarantee that Output is accurate, lawful, non-infringing, or suitable for your purpose.

Some features can use tools, create or modify stored data, retrieve external information, or start background work. Review tool requests and approval prompts carefully. You are responsible for instructions and approvals you provide and for verifying the result of an action. Nexal AI may require approval, limit a tool, or refuse an action for security, safety, legal, or reliability reasons.

To the extent permitted by law and subject to the rights of others, Nexal AI does not claim ownership of Output generated specifically for you. No provision guarantees that Output qualifies for intellectual-property protection or that you have exclusive rights in it. Provider terms and applicable law may also affect use of Output.

7. Subscriptions, Renewal, Cancellation, and Refunds

Managed Hosting is offered as an automatically renewing subscription with the price, currency, billing period, and taxes shown before purchase. By starting a subscription, you authorize the applicable billing provider to charge the displayed amount at the start of each billing period until cancellation.

Web purchases are processed by our payment processor. Mobile purchases may be processed by Apple or Google and are also subject to that store's payment terms. The billing provider may handle your payment method, billing address, taxes, receipts, renewals, refunds, and payment disputes.

You can cancel through the billing portal or subscription settings associated with the place where you purchased. Cancellation stops future renewal and ordinarily takes effect at the end of the current paid period; access generally continues until then. Deleting the application or ceasing to use the Services does not cancel a subscription.

Except where required by law or the applicable billing provider's rules, payments are non-refundable and we do not provide credits for partial billing periods. Apple or Google controls refunds for purchases it processes. If a payment fails, is reversed, or remains unpaid, we may limit or suspend Managed Hosting after any applicable grace period.

We may change subscription prices or recurring benefits for future billing periods for valid business, operational, or legal reasons. We will provide advance notice when required. A store may require you to approve a price increase. If you do not agree to a change, you may cancel before it takes effect.

Managed Hosting fees cover operation and distribution of the official service. They do not include AI provider usage, model credits, or charges incurred through your BYOK provider account.

8. Acceptable Use

You may not use the Services to:

• Break the law or help another person break the law.
• Infringe, misappropriate, or violate intellectual property, privacy, publicity, confidentiality, contractual, or other rights.
• Create, upload, request, distribute, or facilitate child sexual abuse material or sexual exploitation of minors.
• Threaten, harass, defraud, impersonate, exploit, or cause unlawful harm to another person.
• Introduce malware, malicious code, destructive content, or instructions intended to compromise systems or data.
• Gain unauthorized access to an account, credential, system, network, or data, or test a vulnerability without permission.
• Interfere with or degrade the Services, bypass access or safety controls, evade rate limits, conceal abusive activity, or impose an unreasonable load.
• Use automated means to scrape the hosted service, harvest personal information, or extract content except through a feature or interface we expressly authorize.
• Misrepresent Output as human-created when that representation would be deceptive or unlawful.
• Use the Services to make unlawful decisions about a person's eligibility, rights, or access to essential services.

These hosted-service restrictions do not limit rights granted under the license accompanying Self-Hosted source code. They do apply to your access to Nexal AI-operated infrastructure, accounts, official applications, and trademarks.

9. Privacy and Device Features

Our Privacy Policy explains how we collect, use, disclose, retain, and protect personal information. You agree that we may process information as described in that policy to provide the Services.

Mobile features may request operating-system permission to access the camera, photo library, microphone, foreground location, local files, or notifications. You control those permissions through device settings. Some features will not function without the corresponding permission. You are responsible for obtaining consent before recording or uploading another person's voice, image, location, communications, or personal information.

10. Nexal AI Ownership, Open Source, and Trademarks

The Services, websites, official application builds, visual design, documentation, and other materials provided by Nexal AI are owned by COCIVAI LLC or its licensors, except for Your Content, Output as described above, and components made available under a separate license.

Source code distributed with an open-source license is governed by that license. Third-party components are governed by their respective licenses. No open-source license grants permission to use the Nexal AI name, logos, trade dress, or official service identity except as allowed by applicable law or our trademark policy.

If you send feedback or suggestions, you grant COCIVAI LLC a perpetual, irrevocable, worldwide, royalty-free right to use them without restriction or compensation, provided that this does not give us ownership of unrelated personal information or private account content.

11. Third-Party Services and Content

The Services may connect to or display content from AI providers, identity providers, payment processors, app stores, websites, integrations, or tools that Nexal AI does not control. Your use of a third-party service is governed by that third party's terms and privacy policy. Nexal AI is not responsible for third-party services, content, availability, charges, security, or data practices.

Links and integrations are provided for convenience and do not imply endorsement. You are responsible for reviewing permissions and ensuring that a connected service is appropriate before directing Nexal AI to send information to it.

12. Changes, Updates, and Availability

We may add, change, limit, suspend, or discontinue a feature or integration. We may update official applications for security, compatibility, legal, or product reasons. Some updates may be required to continue using Managed Hosting.

Features may be labeled preview, beta, experimental, or similar. They may be less reliable, change without notice, or be discontinued. Do not use an experimental feature as the only location for important information.

Scheduled maintenance, provider failures, internet conditions, security incidents, legal requirements, and events outside our reasonable control may interrupt the Services. We will use reasonable efforts to restore Nexal AI-operated services, but do not guarantee that every feature or third-party model will always be available.

13. Suspension, Termination, and Account Deletion

You may stop using the Services at any time. You may cancel Managed Hosting as described above and initiate account deletion through supported account settings or by contacting support. Account deletion and subscription cancellation are separate actions. Cancel recurring billing through the service where you purchased it.

We may limit or suspend access when reasonably necessary to protect users or systems, investigate suspected abuse, comply with law, address nonpayment, or prevent material harm. We may terminate an account for a material or repeated breach of these Terms. When practical and lawful, we will provide notice and an opportunity to address the issue.

On termination, your right to use Managed Hosting ends. Provisions that by their nature should survive—including provisions concerning ownership, payment obligations, disclaimers, liability, disputes, and general terms—remain in effect. Termination of Managed Hosting does not remove rights you have under an open-source license.

14. Mobile Applications and App Store Terms

If you download an official Nexal AI application from Apple or Google, the applicable store's terms also apply. If those terms conflict with these Terms on a matter the store controls, the store terms control to the extent of the conflict. The store is not responsible for Nexal AI support, content, or operation.

Additional terms for Apple App Store downloads

The following terms apply when you obtain the application through Apple's App Store:

• These Terms are between you and COCIVAI LLC, not Apple. COCIVAI LLC, not Apple, is responsible for the application and its content.
• Your license to use the application is limited to a non-transferable license to use it on Apple-branded products you own or control as permitted by the Apple Media Services Terms and Conditions, including applicable Family Sharing or volume purchasing rules.
• Apple has no obligation to provide maintenance or support for the application.
• To the extent any warranty is required by law and the application fails to conform, you may notify Apple, and Apple may refund the purchase price, if any, for the application. To the maximum extent permitted by law, Apple has no other warranty obligation.
• COCIVAI LLC, not Apple, is responsible for addressing claims relating to the application, including product-liability, legal-compliance, and consumer-protection claims.
• COCIVAI LLC, not Apple, is responsible for investigating and resolving a claim that the application infringes a third party's intellectual-property rights.
• You represent that you are not located in a country subject to a United States government embargo or designated as a "terrorist supporting" country and are not listed on a United States government prohibited or restricted parties list.
• You must comply with applicable third-party agreement terms when using the application.
• Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce these App Store terms against you.

15. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COCIVAI LLC DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES, OUTPUT, TOOLS, OR THIRD-PARTY SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSE; THAT DEFECTS WILL BE CORRECTED; OR THAT DATA WILL NEVER BE LOST. YOU ARE RESPONSIBLE FOR MAINTAINING APPROPRIATE COPIES OF IMPORTANT INFORMATION.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, the exclusions apply only to the extent permitted by law, and you retain any non-waivable consumer rights.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COCIVAI LLC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF COCIVAI LLC AND THE PARTIES LISTED ABOVE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO COCIVAI LLC FOR MANAGED HOSTING DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100).

These limitations do not apply to liability that cannot lawfully be limited, which may include liability for fraud, willful misconduct, gross negligence, death or personal injury caused by negligence, or violation of non-waivable consumer rights, depending on applicable law.

17. Governing Law and Disputes

Before filing a formal claim, you and COCIVAI LLC agree to make a good-faith effort to resolve the dispute informally. Send a written description of the issue and requested resolution to support@nexalai.com. This does not prevent either party from seeking urgent injunctive relief or filing a claim before a legal deadline expires.

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Subject to any non-waivable right to bring a claim elsewhere, state and federal courts located in New Castle County, Delaware will have exclusive jurisdiction. You and COCIVAI LLC consent to personal jurisdiction in those courts.

If you are a consumer, this section does not deprive you of mandatory protections or forums provided by the law of your place of residence. Nothing in these Terms limits a right to bring an eligible individual claim in small-claims court.

18. General Terms

We may update these Terms to reflect changes in the Services, law, providers, security needs, or our business. We will post the revised Terms and update the date above. If a change materially affects your rights or an active paid subscription, we will provide additional notice when required. Changes apply prospectively from their stated effective date.

You may not assign these Terms without our written consent. We may assign them as part of a merger, acquisition, corporate reorganization, sale of assets, or by operation of law. If a provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective. Our failure to enforce a provision is not a waiver.

These Terms, the Privacy Policy, terms shown at purchase, and any applicable signed additional terms are the entire agreement between you and COCIVAI LLC concerning the Services. Section headings are for convenience only. The words "including" and "includes" mean "including without limitation." Electronic notices and agreements satisfy any requirement that a communication be in writing, to the extent permitted by law.

19. Contact Us

Questions about these Terms may be sent to:

COCIVAI LLC
Attn: Nexal AI Legal
1401 Pennsylvania Ave, STE 105, BOX 1805
Wilmington, DE 19806, United States
support@nexalai.com
(302) 265-0152