Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity) ("you") and Nexion Technologies, LLC ("Nexion", "we", "us", or "our") concerning your access to and use of the Nexion data platform and related services (the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Services.

2. Services Description

Nexion provides a compliance-first data platform that enables organizations to:

• Connect to various data sources through pre-built connectors
• Build and execute data pipelines with automated orchestration
• Protect sensitive data (PII/PHI) with built-in compliance controls
• Track data lineage and maintain audit trails
• Store and process data in isolated Data Pods within your cloud infrastructure

3. Account Registration

To use the Services, you must:

• Be at least 18 years of age
• Provide accurate, complete, and current registration information
• Maintain the security of your account credentials
• Promptly notify us of any unauthorized access or security breaches
• Accept responsibility for all activities under your account

We reserve the right to refuse service, terminate accounts, or cancel orders at our sole discretion.

4. Subscription and Payment

4.1 Subscription Plans

The Services are offered under various subscription plans (Starter, Professional, Enterprise) with different features and pricing. Current pricing is available at nexiondataplatform.com/pricing.

4.2 Payment Terms

• Subscription fees are billed in advance on a monthly or annual basis
• All fees are non-refundable except as required by law or expressly stated
• You authorize us to charge your payment method for all fees due
• Failed payments may result in suspension or termination of Services

4.3 Price Changes

We may modify pricing with 30 days' notice. Continued use after price changes constitutes acceptance. Annual subscribers are protected from price increases during their current term.

5. Your Data and Responsibilities

5.1 Customer Data Ownership

You retain all rights, title, and interest in and to your data ("Customer Data"). We claim no ownership over Customer Data. Customer Data remains stored in your own cloud infrastructure.

5.2 Your Responsibilities

You are responsible for:

• The legality, reliability, and appropriateness of Customer Data
• Obtaining necessary consents for processing personal data
• Complying with applicable laws and regulations (HIPAA, GDPR, etc.)
• Properly configuring compliance controls for your use case
• Managing access to your workspaces and Data Pods
• Maintaining adequate backup of your data

5.3 Prohibited Uses

You may not use the Services to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights
• Transmit malware, viruses, or harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with the proper functioning of the Services
• Use the Services for competitive analysis or benchmarking
• Resell or redistribute the Services without authorization

6. Intellectual Property

6.1 Our Intellectual Property

The Services, including all software, documentation, designs, and content (excluding Customer Data), are owned by Nexion and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Services during your subscription.

6.2 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a royalty-free, worldwide license to use such feedback for any purpose.

7. Service Level Agreement

For Professional and Enterprise plans, we commit to the following service levels:

Service credits may be issued for downtime exceeding these thresholds, calculated as described in our SLA documentation available upon request.

8. Confidentiality

Each party agrees to protect the other's confidential information with the same degree of care used for its own confidential information, but no less than reasonable care. Confidential information includes Customer Data, pricing, technical information, and business strategies. This obligation survives termination of these Terms.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• The Services will perform materially as described in our documentation
• We will use commercially reasonable efforts to maintain service availability
• We will implement appropriate security measures as described in our Security documentation

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify and hold harmless Nexion and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Services, violation of these Terms, or infringement of any third-party rights.

12. Term and Termination

12.1 Term

These Terms begin when you first access the Services and continue until terminated.

12.2 Termination by You

You may terminate your account at any time through your account settings or by contacting us.

12.3 Termination by Us

We may terminate or suspend your access immediately, without prior notice, for any breach of these Terms.

12.4 Effect of Termination

Upon termination, your right to use the Services ceases immediately. Your Customer Data remains in your cloud infrastructure. We will delete any cached metadata within 90 days.

13. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

Any disputes arising from these Terms shall be resolved through binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules. The arbitration shall take place in Wilmington, Delaware, unless otherwise agreed.

14. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and Nexion.
• Amendments: We may modify these Terms with 30 days' notice. Continued use constitutes acceptance.
• Waiver: Failure to enforce any provision does not waive our right to enforce it later.
• Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
• Assignment: You may not assign these Terms without our consent. We may assign freely.
• Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control.

15. Contact Information

For questions about these Terms, please contact us: