Terms of Use

1. Agreement

These Terms of Use ("Terms") are an agreement between you and NexyGen LLC ("NexyGen", "we", "us") and govern your use of the Nexyloop website and service (the "Service"). By signing in, subscribing or using the Service, you agree to these Terms and to our Privacy Policy.

If you use the Service for an organization, you agree to these Terms on its behalf and confirm that you have authority to do so; "you" then means both you and that organization. If you do not agree, do not use the Service.

If your organization has signed a separate written agreement with NexyGen, that agreement wins where it conflicts with these Terms.

2. Eligibility and accounts

You must be at least 18 and able to form a binding contract. You sign in with GitHub, and each workspace is a GitHub organization. You are responsible for keeping your GitHub account secure and for everything that happens under your account. Tell us at once if you suspect unauthorized use.

Who can see a project is decided by GitHub. Adding or removing someone in your GitHub organization or repository adds or removes their access in Nexyloop, so manage your GitHub permissions carefully.

3. The Service and AI output

Nexyloop uses AI to answer questions about your products, investigate problems, draw designs, draft documents and email replies, and, after you approve a proposal, write code, open pull requests, build previews and deploy. Nothing that changes your code is done without a person's explicit approval.

AI output can be inaccurate, incomplete or insecure, and the same request may produce different results. You are responsible for reviewing output before you rely on it, approve it, merge it, deploy it or send it. Output is not legal, financial, medical, security or other professional advice.

We may change, add or remove features over time. If we remove a material feature you are paying for, we will tell you in advance.

4. Your content and ownership

You keep all rights to the code, data, files, messages and other material you or your organization put into the Service ("Customer Content"). As between you and NexyGen, you also own the code, designs, documents and other output the Service produces for you ("Output"), and we assign to you any rights we may have in it.

You give NexyGen a limited, worldwide, non-exclusive license to host, copy, process, transmit and display Customer Content and Output only as needed to provide, secure and support the Service for you and as described in the Privacy Policy. This license ends when the content is deleted from the Service.

We do not use Customer Content or Output to train AI models, and we never use one customer's Customer Content to serve another customer.

Because AI models work in similar ways for everyone, Output given to you may be similar to output given to others. Your ownership does not extend to such similar output that was independently generated for someone else.

5. Confidentiality

Your Customer Content, and any non-public information about your business you share with us, is your Confidential Information. We will use it only to provide the Service, protect it with at least reasonable care, and disclose it only to our personnel and service providers who need it to provide the Service and are bound by confidentiality obligations at least as protective as these. We will not disclose it to any other customer or third party except as described in our Privacy Policy, as you instruct (for example, by creating a share link or connecting a service), or as required by law, in which case we will give you notice where the law allows.

Non-public information about NexyGen and the Service that you learn through using it is our Confidential Information, and you will protect it the same way.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without restriction, is independently developed, or is lawfully received from someone else without a duty of confidentiality.

6. Your responsibilities

You are responsible for:

• having all rights and permissions needed to give us Customer Content and to let Nexyloop access the repositories, accounts, mailboxes, calendars and services you connect;
• the keys and credentials you give us, and for revoking any you no longer want Nexyloop to use;
• telling meeting participants that they are being recorded and obtaining any consent the law requires;
• complying with the terms of the third-party services you connect, and with all laws that apply to your use of the Service, including privacy, export and consumer laws;
• reviewing everything you approve, merge, deploy or send;
• keeping your own backups of important data and code.

7. Acceptable use

You will not, and will not let anyone else:

• use the Service to break the law, infringe anyone's rights, or harm, harass or defraud anyone;
• direct the Service to probe, test, scan or access any system, website, account or meeting you are not authorized to;
• upload malware or use the Service to build malware, spam or tools meant to cause harm;
• try to get around access controls, usage limits or security measures, or access another customer's data;
• reverse engineer, copy or resell the Service, or use it to build a competing product, except as the law expressly permits;
• use the Service in a way that overloads it or interferes with other customers;
• use Output to make decisions with legal or similarly significant effects on individuals without appropriate human review.

We may investigate and, where necessary, suspend access to stop a violation.

8. Third-party services

The Service works with services we do not control, such as GitHub, Google, Microsoft, Anthropic, Vercel, Heroku, Supabase, Stripe, Figma, Telegram and Recall.ai. Your use of them is governed by their own terms. We are not responsible for them, for their availability, or for changes they make that affect the Service.

9. Fees and payment

Paid plans are billed in advance through Stripe and renew automatically for the same period until cancelled. Usage beyond your plan, such as AI processing above your allowance, is billed as shown in the Service. Prices exclude taxes, which you are responsible for.

You can cancel at any time; cancellation takes effect at the end of the current billing period. Fees are non-refundable except where the law requires otherwise or we say so in writing.

We may change prices with at least 30 days' notice; the new price applies from your next renewal. If a payment fails, we may suspend paid features after notice until it is resolved.

10. Suspension and termination

You can stop using the Service at any time. We may suspend or end your access if you materially breach these Terms, fail to pay, create a security or legal risk, or if we stop offering the Service. Where reasonable, we will give notice first and a chance to fix the problem.

After termination you may ask for an export of your Customer Content within 30 days by writing to admin@nexygen.io; after that we will delete it as described in the Privacy Policy. Sections that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitation of liability, indemnity and dispute resolution) survive.

11. Our property and feedback

NexyGen owns the Service, its software, design and brand. Apart from the right to use the Service under these Terms, nothing gives you any rights in them. If you send us ideas or feedback, we may use them without obligation to you.

12. Disclaimers

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, NEXYGEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE, SECURE OR FIT FOR YOUR PURPOSE, OR THAT CODE WE WRITE OR DEPLOY WILL WORK AS INTENDED.

13. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS: (A) NEXYGEN WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, OR FOR DOWNTIME OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED THEY WERE POSSIBLE; AND (B) NEXYGEN'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS (US$100).

These limits apply whatever the legal theory, and even if a remedy fails of its essential purpose. They do not limit liability that cannot be limited by law, such as liability for fraud.

14. Indemnity

You will defend and indemnify NexyGen and its members, employees and agents against third-party claims, and the resulting losses and reasonable legal fees, arising from your Customer Content, your use of the Service in breach of these Terms or the law, systems or accounts you directed the Service to access, or meetings you had recorded. We will tell you promptly about any such claim and let you control its defense, though you may not settle it in a way that admits fault by us without our consent.

15. Governing law and disputes

These Terms are governed by the laws of the State of Florida and applicable United States federal law, without regard to conflict-of-law rules.

Before starting a formal dispute, please write to admin@nexygen.io and give us 30 days to try to resolve it informally.

Any dispute that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Florida. The Federal Arbitration Act governs this clause. Either party may instead bring an individual claim in small-claims court, and either party may ask a court for an injunction to protect its intellectual property or Confidential Information. Judgment on an award may be entered in any court with jurisdiction.

Disputes will be resolved only on an individual basis, not as a class, collective or representative action, and you and NexyGen each waive the right to a jury trial. If this class waiver is found unenforceable, the affected claims will be heard only in the state or federal courts located in Florida, and both parties consent to their jurisdiction.

Any claim must be brought within one year after it arises, unless the law requires a longer period.

16. Changes to these Terms

We may update these Terms. If a change is material, we will notify you by email or in the Service at least 30 days before it takes effect. Continuing to use the Service after a change takes effect means you accept it; if you do not, you may stop using the Service and cancel your subscription.

17. General

These Terms and the Privacy Policy are the entire agreement between you and NexyGen about the Service. If any part is found unenforceable, the rest stays in effect. Not enforcing a right is not a waiver of it. You may not transfer these Terms without our consent; we may transfer them in connection with a merger, acquisition or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. Notices to you may be sent to the email on your account or shown in the Service. These Terms may be shown in other languages for convenience; if they differ, the English version controls.

18. Contact

NexyGen LLC, Florida, United States. Email: admin@nexygen.io.