Terms of Service

Welcome to NexusIntell. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Analytics Intell, LLC, doing business as NexusIntell ("NexusIntell," "Company," "we," "us," or "our"). By accessing or using our platform, services, or software (collectively, the "Services"), you agree to be bound by these Terms.

1. Definitions

For purposes of these Terms:

• "Customer Data" means all data, documents, records, files, and other materials uploaded, submitted, or transmitted by Customer to the Services, including municipal archives, ordinances, meeting minutes, and other government records.
• "Platform" means the NexusIntell web application, APIs, and related software systems.
• "Services" means the document intelligence, archival processing, conversational AI, and related services provided by NexusIntell.
• "Subscription" means the specific service tier, features, and usage limits agreed upon in your Order Form or service agreement.
• "Users" means individuals authorized by Customer to access and use the Services.

2. Account Registration and Access

2.1 Account Creation

To use our Services, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

2.2 Authorized Users

You may authorize Users to access the Services on your behalf. You are responsible for ensuring that all Users comply with these Terms and for any actions taken by Users under your account.

2.3 Account Security

You must immediately notify us of any unauthorized access to or use of your account. We are not liable for any loss or damage arising from unauthorized access to your account.

3. Services and License

3.1 License Grant

Subject to these Terms and payment of applicable fees, NexusIntell grants you a limited, non-exclusive, non-transferable license to access and use the Services during the Subscription term for your internal business purposes.

3.2 Service Description

NexusIntell provides:

• Document digitization, OCR, and archival processing
• AI-powered indexing and semantic search capabilities
• Conversational intelligence interface with citation-backed responses
• GIS integration and visualization tools
• Administrative dashboards and analytics
• API access for integration with third-party systems
• PII detection and redaction capabilities

3.3 Service Modifications

We may modify, update, or enhance the Services from time to time. We will provide reasonable notice of material changes that may adversely affect your use of the Services.

4. Customer Data

4.1 Ownership

You retain all right, title, and interest in and to your Customer Data. NexusIntell does not claim ownership of any Customer Data.

4.2 License to Customer Data

You grant NexusIntell a limited license to access, process, store, and use Customer Data solely to provide the Services, including:

• Digitizing and OCR processing of uploaded documents
• Indexing and vectorizing content for semantic search
• Generating AI-powered responses to queries
• Providing analytics and usage reports
• Maintaining backups for disaster recovery

4.3 No Training on Customer Data

We do not use Customer Data to train our general AI models. Your data is used solely to provide Services to you and is not shared with or used for the benefit of other customers.

4.4 Data Accuracy

You are responsible for the accuracy, quality, and legality of Customer Data. You represent that you have all necessary rights to upload and process the Customer Data through our Services.

5. Fees and Payment

5.1 Subscription Fees

You agree to pay all fees specified in your Order Form or service agreement. Fees are based on your selected Subscription tier and usage.

5.2 Payment Terms

Unless otherwise agreed, fees are due within thirty (30) days of invoice date. Late payments may incur interest at 1.5% per month or the maximum rate permitted by law.

5.3 Taxes

Fees are exclusive of taxes. You are responsible for all applicable taxes, except for taxes based on NexusIntell's income.

5.4 Fee Changes

We may change fees upon renewal of your Subscription. We will provide at least sixty (60) days' notice of fee changes.

6. Acceptable Use

6.1 Permitted Use

You may use the Services only for lawful purposes and in accordance with these Terms. The Services are intended for municipal government, public sector, and enterprise use cases.

6.2 Prohibited Conduct

You agree not to:

• Use the Services for any illegal purpose or in violation of any laws
• Upload content that infringes intellectual property rights of third parties
• Attempt to gain unauthorized access to the Services or related systems
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble the Services
• Resell, sublicense, or redistribute the Services without authorization
• Use the Services to develop competing products or services
• Remove or alter any proprietary notices or labels on the Services
• Use automated means to access the Services beyond permitted API usage
• Upload malicious code, viruses, or harmful content

7. Intellectual Property

7.1 NexusIntell IP

NexusIntell and its licensors retain all right, title, and interest in the Services, including all software, algorithms, AI models, user interfaces, documentation, and related intellectual property. These Terms do not grant you any rights to NexusIntell's intellectual property except the limited license expressly set forth herein.

7.2 Feedback

If you provide feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant NexusIntell a perpetual, royalty-free license to use, modify, and incorporate such Feedback into the Services without obligation to you.

7.3 Trademarks

NexusIntell, the NexusIntell logo, and other marks are trademarks of Analytics Intell, LLC. You may not use these marks without our prior written consent.

8. Confidentiality

8.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's Confidential Information, which includes non-public information designated as confidential or that reasonably should be understood to be confidential.

8.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully obtained from a third party.

8.3 Required Disclosure

A party may disclose Confidential Information if required by law, provided that the disclosing party gives reasonable notice to allow the other party to seek protective measures.

9. Data Security and Privacy

9.1 Security Measures

NexusIntell implements and maintains administrative, technical, and physical security measures designed to protect Customer Data, including encryption, access controls, and regular security assessments.

9.2 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

9.3 Data Processing

To the extent NexusIntell processes personal data on your behalf, we will do so in accordance with your instructions and applicable data protection laws.

9.4 Security Incidents

We will notify you of any security incident affecting Customer Data without undue delay and will cooperate with your reasonable requests regarding incident response.

10. Service Levels and Support

10.1 Availability

NexusIntell targets 99.9% uptime for the Services, excluding scheduled maintenance and circumstances beyond our reasonable control.

10.2 Support

We provide customer support during business hours via email and through our support portal. Enhanced support options may be available under your Subscription.

10.3 Maintenance

We may perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without notice when necessary to protect the Services or Customer Data.

11. Term and Termination

11.1 Term

These Terms are effective upon your acceptance and continue until terminated. Your Subscription term is specified in your Order Form and may renew automatically unless cancelled.

11.2 Termination for Convenience

Either party may terminate a Subscription at the end of the then-current term by providing written notice at least thirty (30) days prior to renewal.

11.3 Termination for Cause

Either party may terminate these Terms immediately if the other party: (a) materially breaches these Terms and fails to cure within thirty (30) days of notice; or (b) becomes insolvent or makes an assignment for the benefit of creditors.

11.4 Effect of Termination

Upon termination:

• Your right to access the Services immediately ceases
• You remain responsible for all fees incurred prior to termination
• We will provide you an opportunity to export your Customer Data for thirty (30) days following termination
• After the export period, we may delete your Customer Data in accordance with our data retention policies

11.5 Survival

Provisions that by their nature should survive termination will survive, including Sections 4.1, 7, 8, 12, 13, and 14.

12. Warranties and Disclaimers

12.1 Mutual Warranties

Each party represents and warrants that: (a) it has the authority to enter into these Terms; and (b) its performance will not violate any applicable laws or third-party rights.

12.2 NexusIntell Warranties

NexusIntell warrants that the Services will perform materially in accordance with the applicable documentation during your Subscription term.

12.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEXUSINTELL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.4 AI Limitations

You acknowledge that AI-generated responses may contain errors or inaccuracies. You are responsible for verifying the accuracy of information obtained through the Services before relying on it for official purposes. Citations provided are intended to assist verification but do not guarantee accuracy.

13. Limitation of Liability

13.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXUSINTELL'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13.2 Exclusion of Damages

IN NO EVENT WILL NEXUSINTELL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER NEXUSINTELL WAS ADVISED OF THE POSSIBILITY.

13.3 Exceptions

The limitations in this Section 13 do not apply to: (a) breaches of confidentiality obligations; (b) infringement of intellectual property rights; or (c) liability that cannot be limited under applicable law.

14. Indemnification

14.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless NexusIntell from any claims, damages, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services in violation of these Terms; (b) your Customer Data; or (c) your violation of any third-party rights.

14.2 NexusIntell Indemnification

NexusIntell will indemnify, defend, and hold harmless Customer from any third-party claims that the Services infringe any U.S. patent, copyright, or trademark, provided that Customer promptly notifies us and cooperates in the defense.

15. Government Customers

If you are a government entity:

• The Services are deemed "commercial computer software" and "commercial computer software documentation" under applicable regulations
• Use, duplication, or disclosure is subject to restrictions as set forth in these Terms
• Any provisions that conflict with applicable government procurement laws shall be modified to the minimum extent necessary to comply
• We acknowledge that certain government customers may have specific statutory requirements that supersede portions of these Terms

16. General Provisions

16.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in Delaware.

16.2 Assignment

You may not assign these Terms without our prior written consent. NexusIntell may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.3 Notices

Notices must be in writing and sent to the addresses specified in the Order Form or, for NexusIntell, to legal@nexusintell.ai.

16.4 Entire Agreement

These Terms, together with any Order Forms and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.

16.5 Amendments

We may update these Terms from time to time. Material changes will be communicated with at least thirty (30) days' notice. Continued use of the Services after changes become effective constitutes acceptance.

16.6 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force and effect.

16.7 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

16.8 Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, or service provider outages.

17. Contact Information

For questions about these Terms of Service, please contact us:

Analytics Intell, LLC (NexusIntell)
Email: legal@nexusintell.ai
Website: www.nexusintell.ai

For general inquiries: contact@nexusintell.ai