Terms of Service

1.1 "Account"

"Account" means an account, workspace, organization, project, or other access point created or maintained through the Services.

1.2 "Authorized User"

"Authorized User" means an employee, contractor, agent, client, team member, or other individual whom a Customer authorizes to access or use the Services through the Customer's Account.

1.3 "Customer"

"Customer," "you," or "your" means the individual or legal entity that accesses, purchases, subscribes to, or uses the Services.

"Customer" refers to that organization if an individual accesses the Services on behalf of a company, agency, client, employer, or other organization.

1.4 "Customer Materials"

"Customer Materials" means content, information, data, files, logos, trademarks, branding, photographs, videos, audio, website materials, social media materials, documents, business information, prompts, instructions, and other materials that Customer uploads, imports, connects, submits, or otherwise provides to NexoFlow.

Customer Materials do not include Generated Outputs, Feedback, or NexoFlow Technology.

1.5 "Generated Outputs"

"Generated Outputs" means text, images, videos, graphics, audio, blog posts, articles, captions, social media posts, Google Business Profile posts, advertisements, campaigns, content plans, reports, recommendations, analyses, marketing materials, and other outputs created, generated, assembled, transformed, modified, or enhanced through the Services.

Generated Outputs include materials produced:

• by artificial intelligence or machine-learning systems
• by automated agents or workflows
• from NexoFlow templates, systems, or tools
• in response to Customer prompts, instructions, selections, or Customer Materials
• through a combination of automated systems and human interaction through the Services

1.6 "NexoFlow Technology"

"NexoFlow Technology" means the Services and all associated software, source code, object code, interfaces, designs, databases, models, agents, systems, prompts, prompt chains, templates, taxonomies, methodologies, datasets, embeddings, retrieval systems, ranking systems, workflows, processes, algorithms, scoring systems, automation logic, documentation, analytics, internal configurations, improvements, and proprietary technology developed, owned, licensed, or used by NexoFlow.

1.7 "Services"

"Services" means the software, websites, applications, APIs, integrations, AI-assisted features, publishing tools, automation systems, and related products and services provided by NexoFlow LLC through nexoflow.ai, nexoflow.net, related domains, and associated applications.

1.8 "Third-Party Services"

"Third-Party Services" means platforms, applications, APIs, models, services, websites, software, and infrastructure provided by persons or entities other than NexoFlow.

2.1 Authority to Bind an Organization

If you access or use the Services on behalf of a company, agency, client, employer, or other organization, you represent and warrant that:

• you have authority to bind that organization
• you accept these Terms on its behalf
• the organization is responsible for your actions and the actions of its Authorized Users

If you do not have such authority, you may not access or use the Services on behalf of that organization.

2.2 Electronic Acceptance

You consent to the use of electronic records, contracts, notices, and signatures in connection with the Services.

Your electronic acceptance of these Terms is intended to constitute your signature and written agreement to these Terms, including the ownership, assignment, license, arbitration, and class-action provisions contained herein.

2.3 Prospective Application

These Terms apply to use of the Services occurring after their effective date and, for existing users, after acceptance of these Terms where affirmative acceptance is required.

Generated Outputs created before Customer's acceptance of these Terms remain subject to the terms in effect when those outputs were created unless Customer and NexoFlow expressly agree otherwise in writing.

5.1 Account Information

You must provide accurate, complete, and current registration, billing, and Account information.

You must promptly update information that changes.

5.2 Account Security

Customer is responsible for:

• protecting Account credentials
• using strong and unique passwords
• controlling access to the Account
• maintaining current Authorized User permissions
• securing devices used to access the Services
• activity occurring through the Account
• use of connected Third-Party Services
• promptly notifying NexoFlow of suspected unauthorized access

NexoFlow is not responsible for losses arising from Customer's failure to maintain Account security.

5.3 Authorized Users

Customer may permit Authorized Users to use the Services only within the limits of the applicable subscription plan.

Customer is responsible for ensuring that every Authorized User complies with these Terms.

Any act or omission of an Authorized User will be treated as an act or omission of Customer.

Customer must not:

• share individual login credentials among multiple people
• permit unauthorized third parties to access the Services
• exceed purchased user or workspace limits
• sell, lease, or provide Account access except as expressly permitted by the applicable plan

5.4 Agency and Client Accounts

Agencies may use the Services for their clients where permitted by the applicable plan.

The agency or Account owner is responsible for:

• having authority to submit client information
• obtaining required permissions
• determining client access
• managing client relationships
• reviewing Generated Outputs
• obtaining client approval where appropriate
• ensuring compliance with applicable law

NexoFlow is not a party to agreements between an agency and its clients.

6.1 Subscription Plans

NexoFlow may offer:

• monthly subscriptions
• annual subscriptions
• agency plans
• enterprise plans
• usage-based plans
• credit packages
• bring-your-own API key options
• free trials
• promotional plans
• custom service arrangements

Features, limits, storage, integrations, generation volume, support, and usage rights may vary by plan.

6.2 Payment Authorization

By purchasing paid Services, Customer authorizes NexoFlow and its payment processors to charge the selected payment method for:

• subscription fees
• renewals
• usage charges
• purchased credits
• taxes
• professional services
• administrative charges
• other amounts Customer authorizes

Customer must maintain a valid payment method.

6.3 Automatic Renewal

Unless otherwise stated at checkout or in a separate written agreement, subscriptions automatically renew for successive periods equal to the original subscription period.

Customer must cancel before the renewal date to prevent the next renewal charge.

Cancellation stops future renewal charges but does not ordinarily result in a refund for the current subscription period.

6.4 Fees and Refunds

Except where required by law or expressly approved by NexoFlow in writing:

• all fees are non-refundable
• partial subscription periods are not refunded
• unused time is not refunded
• unused credits are not refundable
• failed or unused generations do not necessarily result in a credit refund
• cancellation does not relieve Customer of amounts already owed

6.5 Credits

AI credits, generation credits, or other usage units:

• have no cash value
• are not legal tender
• may not be transferred between Accounts unless permitted by NexoFlow
• may expire according to the applicable plan
• may be subject to generation-specific costs
• may be modified as models and provider costs change
• are generally non-refundable

NexoFlow may change the number of credits required for a particular feature or model.

6.6 Taxes

Fees do not include taxes unless expressly stated.

Customer is responsible for applicable sales, use, value-added, withholding, excise, and similar taxes, excluding taxes based on NexoFlow's net income.

6.7 Late and Failed Payments

If payment is late, declined, disputed, reversed, or otherwise unsuccessful, NexoFlow may:

• retry the payment method
• suspend access
• reduce functionality
• prevent new generations
• disable publishing
• withhold discretionary exports
• terminate the Account
• pursue collection of amounts owed

Customer is responsible for reasonable collection costs where permitted by law.

6.8 Pricing and Plan Changes

NexoFlow may modify pricing, limits, credits, features, and plans.

Changes will ordinarily apply at the next renewal or as otherwise disclosed. NexoFlow may make immediate changes where necessary because of legal requirements, security concerns, provider pricing, abuse, or Third-Party Service changes.

8.1 Ownership of Customer Materials

As between Customer and NexoFlow, Customer retains ownership of Customer Materials that Customer owned before submitting them to the Services.

Submitting Customer Materials does not transfer ownership of those pre-existing materials to NexoFlow, except for the license granted below.

8.2 License to Customer Materials

Customer grants NexoFlow a worldwide, non-exclusive, royalty-free, sublicensable license to:

• host
• store
• reproduce
• process
• analyze
• organize
• modify
• resize
• adapt
• translate
• transmit
• publish
• display
• distribute
• create derivative materials from Customer Materials

as reasonably necessary to:

• provide the Services
• generate Generated Outputs
• operate integrations
• follow Customer instructions
• publish content at Customer's direction
• provide support
• maintain security
• prevent abuse
• enforce these Terms
• improve and develop the Services as permitted herein
• exercise NexoFlow's rights under these Terms

This license continues for as long as reasonably necessary to provide the Services and fulfill the permitted purposes, subject to applicable deletion obligations, backup retention, legal requirements, security needs, and dispute preservation.

8.3 Customer Representations

Customer represents and warrants that:

• Customer owns or controls the necessary rights in Customer Materials
• Customer has authority to submit Customer Materials
• NexoFlow's authorized processing will not violate third-party rights
• Customer has obtained necessary permissions and consents
• Customer Materials do not violate applicable law
• Customer Materials do not contain unlawful, defamatory, or infringing content
• Customer Materials do not contain malware or harmful code
• Customer will not submit information that Customer is prohibited from disclosing

8.4 Information About Other People

If Customer submits Personal Information about another person, Customer is responsible for:

• having a lawful basis for processing
• providing required notices
• obtaining required consent
• honoring applicable privacy rights
• ensuring NexoFlow may lawfully process the information

8.5 Sensitive Information

Unless NexoFlow expressly agrees otherwise in writing, Customer must not use the Services to process:

• protected health information subject to HIPAA
• complete payment-card numbers
• Social Security numbers
• government identification numbers
• biometric identifiers used for identification
• precise geolocation information
• genetic information
• passwords submitted outside an approved authentication process
• information about children
• regulated financial-account credentials
• other highly sensitive information

9.1 NexoFlow Ownership

As between Customer and NexoFlow, and to the fullest extent permitted by applicable law, NexoFlow retains all right, title, and interest, if any, in and to Generated Outputs and all intellectual-property and proprietary rights associated with Generated Outputs.

Generated Outputs do not become Customer Materials merely because they were:

• created in response to Customer's prompt
• generated using Customer Materials
• generated for Customer's Account
• created for a particular website, brand, business, or client
• edited or approved by Customer through the Services
• downloaded by Customer
• published to Customer's website or connected account
• paid for through a subscription or credit purchase
• commercially used by Customer

The fees Customer pays are for access to the Services and the license granted under these Terms. They are not purchase payments for ownership of Generated Outputs.

Generated Outputs are not commissioned works or "works made for hire" for Customer.

9.2 Assignment of Rights That May Vest in Customer

To the extent any right, title, or interest in a Generated Output, including any copyright or other intellectual-property right, now or later vests in Customer or an Authorized User, Customer hereby irrevocably assigns, transfers, and conveys to NexoFlow all such right, title, and interest.

This assignment includes, to the extent applicable, the exclusive rights to:

• reproduce the Generated Output
• prepare derivative works
• distribute copies
• publicly display the Generated Output
• publicly perform the Generated Output
• authorize others to exercise such rights
• register and enforce intellectual-property rights
• collect proceeds relating to those rights

The assignment applies for the full term of the applicable rights, including renewals, extensions, restorations, and revivals.

Customer will ensure that its Authorized Users, employees, contractors, and agents are bound by obligations sufficient to give effect to this Section.

Customer agrees to execute additional documents reasonably requested by NexoFlow to confirm or record NexoFlow's ownership. If Customer fails to execute a reasonably requested document, Customer appoints NexoFlow as Customer's limited attorney-in-fact solely to execute documents necessary to confirm the assignment, to the extent permitted by law. This appointment is coupled with an interest and is intended to be irrevocable.

9.3 Rights That Cannot Be Assigned

To the extent any applicable right cannot legally be assigned, Customer:

• waives that right to the fullest extent permitted by law
• agrees not to assert or enforce that right against NexoFlow or its licensees
• grants NexoFlow an exclusive, perpetual, irrevocable, worldwide, transferable, sublicensable, fully paid, royalty-free license to exercise that right for any lawful purpose

To the extent permitted by law, Customer waives and agrees not to assert moral rights, rights of attribution, rights of integrity, and similar rights in Generated Outputs.

9.4 Exclusion for Pre-Existing Customer Materials

The assignment in this Section does not transfer ownership of Customer Materials that:

• existed independently before being submitted to the Services
• were owned by Customer before their submission

If Customer Materials are incorporated into a Generated Output, Customer retains ownership of the underlying Customer Materials, while NexoFlow retains ownership of the Generated Output as a whole to the extent permitted by law.

9.5 Customer License to Generated Outputs

Subject to Customer's compliance with these Terms and satisfaction of all applicable payment obligations, NexoFlow grants Customer a non-exclusive, worldwide, royalty-free license to:

• use
• reproduce
• publish
• publicly display
• distribute
• modify
• adapt
• create derivative materials from
• commercially use

Generated Outputs created for Customer's Account during a fully paid and authorized subscription period.

Customer may sublicense Generated Outputs to a client for whom the Generated Output was created, provided that:

• Customer was authorized to use the Services for that client
• the sublicense is limited to use of the applicable Generated Output
• the sublicense does not grant rights to NexoFlow Technology
• Customer remains responsible for compliance with these Terms

Unless a separate written agreement states otherwise, the license granted under this Section survives cancellation or termination for Generated Outputs lawfully created during a fully paid subscription period.

9.6 License Restrictions

The Customer license does not permit Customer to:

• claim ownership of Generated Outputs as against NexoFlow
• register copyright in a Generated Output in a manner inconsistent with NexoFlow's rights
• sell or license Generated Outputs as stock content, templates, prompt libraries, datasets, or standalone content libraries
• use Generated Outputs to train or develop a model or competing service
• extract or replicate NexoFlow's prompts, systems, workflows, or methodologies
• represent that NexoFlow guarantees exclusivity or originality
• use Generated Outputs unlawfully
• exercise rights in third-party materials that NexoFlow does not own or control

9.7 No Exclusivity

Generated Outputs are licensed on a non-exclusive basis.

NexoFlow does not guarantee that a Generated Output is unique. Similar or identical content may be generated for or made available to other users.

NexoFlow may independently use, generate, license, publish, modify, or distribute identical or similar outputs, provided that NexoFlow does not improperly disclose Customer's confidential Customer Materials.

9.8 Third-Party Rights

Generated Outputs may include, resemble, reference, or be influenced by third-party materials.

NexoFlow does not grant Customer rights in:

• third-party trademarks
• third-party copyrighted materials
• personal names or likenesses
• confidential information
• publicity rights
• platform-owned materials
• other rights owned by third parties

Customer is responsible for determining whether additional permission, licensing, disclosure, attribution, or clearance is required.

9.9 Legal Uncertainty of AI Outputs

NexoFlow does not represent or warrant that any Generated Output:

• qualifies for copyright protection
• is eligible for registration
• is owned exclusively by NexoFlow
• is legally protectable
• is enforceable against third parties
• is original
• is non-infringing
• is free from third-party claims

The ownership and assignment provisions in this Section apply to the fullest extent that applicable rights legally exist.

11.1 Processing Through AI Providers

Customer acknowledges that NexoFlow may transmit Customer Materials, prompts, instructions, Generated Outputs, and related information to third-party AI, hosting, infrastructure, analytics, or processing providers as reasonably necessary to provide the Services.

11.2 Service Improvement

NexoFlow may use:

• usage information
• engagement information
• feedback
• ratings
• Generated Outputs
• deidentified information
• aggregated information
• embeddings
• retrieval references
• system interactions
• performance measurements
• quality signals

to operate, evaluate, test, secure, improve, and develop:

• the Services
• generation quality
• retrieval systems
• recommendation systems
• workflows
• automation
• AI-assisted features
• quality-assurance systems
• ranking systems
• safety systems
• visual or brand consistency

11.3 Public Foundation Model Training

Unless expressly disclosed or authorized, NexoFlow does not intentionally use private Customer Materials to train publicly available third-party foundation models.

This restriction does not prevent NexoFlow from processing Customer Materials to:

• provide requested Services
• personalize Customer's experience
• generate requested outputs
• operate private retrieval systems
• provide support
• maintain security
• investigate abuse
• comply with law
• improve NexoFlow's own systems as permitted by these Terms and the Privacy Policy

11.4 Human Review

Authorized NexoFlow personnel and service providers may review Customer Materials, prompts, Generated Outputs, and system interactions where reasonably necessary to:

• provide support
• investigate errors
• improve quality
• prevent abuse
• address security concerns
• enforce these Terms
• comply with law
• test and improve the Services

13.1 NexoFlow Is Not a Backup or Archival Service

The Services are not designed or intended to serve as Customer's sole:

• storage system
• backup system
• archival system
• records-management system
• document repository
• disaster-recovery system
• content-migration system

Customer is responsible for maintaining independent copies of Customer Materials and Generated Outputs that Customer wishes to preserve.

13.2 No Guaranteed Export Feature

NexoFlow does not guarantee that the Services will include:

• self-service exports
• bulk downloads
• database exports
• complete Account downloads
• website migrations
• content-management-system migrations
• direct provider-to-provider transfers
• XML or WXR exports
• media archives
• revision-history exports
• exports in any particular format

Export functionality may depend on:

• the applicable plan
• the type of content
• technical feasibility
• account status
• payment status
• storage architecture
• Third-Party Service restrictions
• security requirements
• available functionality

NexoFlow may add, modify, restrict, charge for, suspend, or discontinue export functionality at any time.

13.3 Discretionary Manual Exports

Unless expressly required by applicable law, the applicable subscription plan, or a separate written agreement signed by NexoFlow, NexoFlow is not obligated to provide a manual export of Account content.

NexoFlow may voluntarily provide a manual export at its discretion.

If NexoFlow agrees to provide a manual export:

• NexoFlow may select the format
• only reasonably available content will be included
• formatting may change
• metadata may be incomplete
• media links may not remain active
• revisions may not be included
• content relationships may not be preserved
• the export may not be compatible with another system
• professional-service or administrative fees may apply
• Customer may be required to pay outstanding balances first
• NexoFlow does not guarantee successful migration or import

Providing an export on one occasion does not create an obligation to provide future exports or establish a continuing course of performance.

13.4 Materials Excluded From Exports

Unless expressly required by law or agreed in writing, an export will not include:

• NexoFlow Technology
• source code
• database schemas
• internal prompts
• system prompts
• prompt templates
• prompt chains
• proprietary templates
• proprietary workflows
• automation logic
• models
• model configurations
• model weights
• embeddings
• vector-database records
• retrieval indexes
• internal analytics
• internal recommendations
• quality scores
• safety classifications
• system logs
• API logs
• security records
• fraud-prevention information
• internal communications
• trade secrets
• confidential information
• information about other customers
• third-party information that NexoFlow may not lawfully disclose

13.5 Privacy Requests Distinguished From Content Requests

A legal right to access, download, or receive Personal Information in a portable format does not create a general right to export all Customer Materials, Generated Outputs, or Account content.

Privacy portability rights apply only to Personal Information covered by applicable privacy law and subject to applicable conditions and exceptions.

Requests for business materials such as:

• blog posts
• articles
• website copy
• social media content
• Generated Outputs
• marketing campaigns
• content calendars
• images
• videos
• graphics
• analytics reports
• brand materials

will ordinarily be treated as contractual or Account-content requests, not privacy portability requests.

Nothing in these Terms limits a non-waivable legal right to qualifying Personal Information.

13.6 Cancellation, Paid Access, and Content Hosting

If Customer cancels a paid NexoFlow subscription, that subscription remains fully available until the end of the then-current billing period. Cancellation does not immediately stop hosting or serving published content.

After the paid billing period ends, NexoFlow will continue to host and serve existing published content through NexoFlow infrastructure for an additional 30-day grace period at no charge. The grace period is counted from the end of the paid subscription, not from the date Customer clicks cancel.

During that grace period, Customer may export eligible published content, including article text and associated image files, and may subscribe to NexoFlow Content Hosting for an additional monthly fee per project. Content Hosting is a separate subscription. It keeps existing published NexoFlow pages, required images and assets, and existing URLs accessible. It is not a full NexoFlow subscription and does not include new AI generation, new publishing, content updates, SEO agents, competitor analysis, analytics, Google Search Console, Google Analytics, or Google Business Profile monitoring, social publishing, or other automation features.

If Customer does not subscribe to Content Hosting and the grace period expires, NexoFlow may stop serving NexoFlow-hosted content, disable the content API or similar delivery connection, and later delete stored content according to NexoFlow's retention policy.

Customer remains responsible for independently preserving any content Customer wishes to retain. Customer must not assume that Account content will remain accessible after cancellation, the grace period, or termination of Content Hosting.

13.7 Hosting and Delivery After Paid Access Ends

Published content may belong to Customer under these Terms or a license granted to Customer, but ownership or license of that content does not require NexoFlow to host, publish, or serve it through NexoFlow infrastructure indefinitely or at no charge.

Continued hosting and API delivery of published content through NexoFlow infrastructure requires one of the following:

• an active paid NexoFlow subscription
• the 30-day content-hosting grace period described in Section 13.6
• an active NexoFlow Content Hosting subscription

A Customer on Content Hosting may upgrade to a full NexoFlow subscription. Upgrading restores full project functionality, including generation, publishing, agents, and connected analytics integrations that remain authorized.

Following expiration of the grace period without Content Hosting, or following termination of Content Hosting, NexoFlow may:

• stop serving NexoFlow-hosted content
• disable access to paid features
• prevent new generations
• disable publishing
• disconnect integrations
• delete Customer Materials
• delete Generated Outputs
• delete projects
• delete Account settings
• make Account content inaccessible

NexoFlow may retain content for a limited period as a courtesy or for operational purposes, but any such retention:

• is not guaranteed
• does not create a restoration obligation
• may end without notice
• does not make NexoFlow responsible for preserving the content

Unless required by law or a separate written agreement, NexoFlow has no obligation to:

• preserve content after termination
• restore deleted content
• reactivate an Account
• provide exports after hosted content has been deleted
• provide migration services
• recreate Generated Outputs
• maintain compatibility with a Third-Party Service

18.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or reasonably should be understood to be confidential.

NexoFlow Confidential Information includes:

• NexoFlow Technology
• non-public pricing
• security information
• product roadmaps
• internal documentation
• proprietary workflows
• prompts
• models
• business strategies
• technical information

Customer Confidential Information may include non-public Customer Materials and Account information.

18.2 Obligations

The receiving party will:

• use Confidential Information only as necessary to perform under these Terms
• protect it using reasonable care
• restrict access to persons with a legitimate need to know
• not disclose it except as permitted by these Terms

18.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

• was lawfully known without restriction
• becomes public without breach
• is received lawfully from another source
• is independently developed without use of the information
• is approved for disclosure in writing

18.4 Required Disclosure

A party may disclose Confidential Information where legally required, provided it gives advance notice where legally permitted and reasonably cooperates in seeking protective treatment.

21.1 Suspension or Termination by NexoFlow

NexoFlow may suspend, restrict, or terminate access immediately if:

• Customer violates these Terms
• Customer fails to pay
• Customer disputes valid charges improperly
• Customer creates security risk
• Customer engages in fraud or abuse
• Customer's use creates legal exposure
• Customer infringes third-party rights
• Customer exceeds applicable limits
• a Third-Party Service requires suspension
• NexoFlow is required to act by law
• NexoFlow reasonably determines suspension is necessary to protect the Services or others

NexoFlow may also discontinue the Services or terminate an Account at its discretion, subject to any non-waivable contractual or legal obligations.

21.2 Termination by Customer

Customer may stop using the Services and cancel a subscription according to the cancellation process provided through the Account or billing provider.

Paid NexoFlow access continues until the end of the current billing period. Existing published content then remains hosted through NexoFlow infrastructure for the 30-day grace period described in Section 13.6, unless Customer subscribes to Content Hosting.

Cancellation does not:

• immediately stop hosting or serving published content during the remaining paid period or the grace period
• retroactively eliminate charges
• create a refund right
• cancel amounts already owed
• require NexoFlow to preserve Account content after the grace period or after Content Hosting ends

21.3 Effect of Termination

Upon termination of a paid NexoFlow subscription:

• full NexoFlow functionality ends at the close of the paid billing period
• hosting and API delivery of published content continue only during the grace period or while Content Hosting is active
• unpaid amounts become immediately due
• NexoFlow may disable integrations when paid access ends
• after the grace period without Content Hosting, NexoFlow may stop serving hosted content and later delete or make Account content inaccessible according to its retention policy
• provisions intended to survive will remain effective

21.4 Survival

The following provisions survive termination:

• payment obligations
• ownership and assignment
• Customer licenses that expressly survive
• confidentiality
• export and retention limitations
• disclaimers
• limitations of liability
• indemnification
• dispute resolution
• governing law
• general contractual provisions

28.1 Agreement to Arbitrate

Except for disputes expressly excluded below, Customer and NexoFlow agree that every dispute, claim, or controversy arising out of or relating to:

• these Terms
• the Privacy Policy
• the Services
• Customer's Account
• billing
• Generated Outputs
• Customer Materials
• intellectual-property ownership
• termination
• prior versions of these Terms
• the relationship between Customer and NexoFlow

will be resolved exclusively through final and binding individual arbitration rather than in court.

28.2 Arbitration Administrator and Rules

Arbitration will be administered by the American Arbitration Association under its applicable Commercial Arbitration Rules, as modified by these Terms.

If the administrator is unavailable or unwilling to administer the arbitration, the parties will select a substitute. If they cannot agree, a court of competent jurisdiction may appoint one.

28.3 Arbitration Location and Format

Unless the parties agree otherwise:

• arbitration will be conducted in Travis County, Texas
• the arbitrator may permit remote appearances
• claims may be resolved through written submissions where appropriate
• the arbitration will be conducted in English

28.4 Arbitrator's Authority

The arbitrator has authority to resolve disputes concerning:

• interpretation
• applicability
• enforceability
• formation
• scope
• waiver
• validity

of these Terms and the arbitration agreement, except that a court will determine disputes concerning the enforceability of the class-action waiver.

The arbitrator may award any individual remedy available under applicable law but may not award relief for persons who are not parties to the arbitration.

28.5 Exceptions

Either party may bring:

• an individual claim in small-claims court if the claim qualifies and remains individual
• an action seeking temporary or preliminary injunctive relief to protect intellectual property, confidential information, Account security, or system integrity
• an action to enforce an arbitration award

28.6 Arbitration Fees

Arbitration fees will be allocated under the applicable arbitration rules, subject to applicable law.

Customer remains responsible for Customer's attorneys' fees unless the arbitrator awards them under applicable law or these Terms.

28.7 Arbitration Opt-Out

A new Customer may opt out of the arbitration agreement by emailing [email protected] within 30 days after first accepting these Terms.

The notice must include:

• Customer's full legal name
• Account email
• company name, if applicable
• a clear statement that Customer opts out of arbitration
• Customer's signature

Opting out of arbitration does not opt Customer out of any other provision of these Terms.

37.1 Entire Agreement

These Terms, the Privacy Policy, applicable order forms, and any other agreement expressly incorporated by reference constitute the entire agreement between Customer and NexoFlow concerning the Services.

They supersede prior or contemporaneous discussions and agreements concerning the same subject.

If an executed order form conflicts with these Terms, the order form controls only to the extent it expressly identifies the conflicting provision.

37.2 Severability

If any provision is found invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain effective.

37.3 No Waiver

A failure to enforce a provision is not a waiver.

A waiver must be in writing and signed by the waiving party.

37.4 No Third-Party Beneficiaries

These Terms do not create rights for third-party beneficiaries.

37.5 Relationship of the Parties

The parties are independent contractors.

These Terms do not create a partnership, joint venture, fiduciary relationship, franchise, employment relationship, or agency relationship.

Neither party may bind the other except as expressly stated.

37.6 Headings

Headings are for convenience only and do not affect interpretation.

37.7 Interpretation

The words "including" and "includes" mean "including without limitation."

The singular includes the plural and vice versa where appropriate.

37.8 Order of Precedence

In the event of a conflict:

• an executed order form or custom agreement controls, but only for provisions it expressly modifies
• a data-processing agreement controls for covered data-processing obligations
• these Terms control for use, ownership, licensing, payment, and access to the Services
• the Privacy Policy controls for general descriptions of privacy practices