nxus.SYSTEMS Commercial Terms
Version: 1.0
Effective Date: 2026-04-22
These Commercial Terms (the "Terms") govern purchases, subscriptions, perpetual licenses, evaluations, maintenance and support renewals, bundles, beta access, hosted offerings, and related commercial interactions for nxus.SYSTEMS offerings, including nxusKit SDK, Peeler, nxusTide, and related products and services (collectively, the "Offerings").
These Terms govern the commercial and ordering relationship between you and nxus.SYSTEMS. Use of shipped software products is also governed by the nxus.SYSTEMS Software Products End User License Agreement at /legal/eula (the "EULA"). If a separate written enterprise, partner, reseller, or other negotiated agreement expressly covers the same subject matter and conflicts with these Terms, that separate written agreement controls to the extent of the direct conflict.
1. Scope and order documents
Your accepted order form, quote, checkout flow, invoice, activation record, or other written commercial confirmation (each, an "Order") controls the specific product, edition, seat count, usage tier, billing model, term, and other commercial details purchased.
Unless otherwise expressly stated in a higher-priority document, these Terms apply to subscriptions, perpetual licenses, evaluation or trial extensions, maintenance and support renewals, beta or early-access entitlements, bundles, hosted or service-backed offerings, and related commercial interactions for the Offerings.
Professional services, custom development, implementation services, training, or partner-specific arrangements are included only if expressly identified in an applicable Order or separate written agreement.
2. Orders, access, and product status
nxus.SYSTEMS may offer free, paid, beta, evaluation, early-access, technical-preview, or other pre-release entitlements. Free or discounted pre-release entitlements may be limited, conditioned, modified, shortened, renewed, or discontinued at any time. Paid pre-release entitlements may be subject to modification or discontinuation on reasonable notice unless immediate action is reasonably necessary for legal, security, technical, operational, or abuse-prevention reasons.
Hosted or service-backed offerings, including nxusTide, may be subject to capacity limits, onboarding qualification, usage limits, technical prerequisites, and additional service-specific or Order-specific terms.
3. Payment, taxes, renewals, cancellation, and suspension
Fees are due as stated in the applicable Order, invoice, quote, checkout flow, or billing terms. Except as required by law or as expressly stated in the applicable Order, checkout flow, or refund policy, all fees are non-cancelable and non-refundable once paid.
You are responsible for all taxes, duties, withholding amounts, levies, and similar governmental charges arising from your purchase or use of the Offerings, excluding taxes based on nxus.SYSTEMS' net income.
Subscriptions may automatically renew if the applicable Order, checkout flow, or billing terms provide for automatic renewal. Where automatic renewal applies, you authorize recurring charges for each renewal term unless the subscription is canceled before the applicable renewal date in accordance with the stated billing terms.
Trials, evaluations, beta access periods, and similar temporary entitlements expire automatically unless expressly renewed, extended, or converted.
Perpetual license rights, when offered, apply only to the purchased version family. Updates, maintenance, hosted access, support rights, and similar ongoing benefits beyond the purchased or active support period require a current subscription, maintenance/support entitlement, renewal, or other current commercial authorization.
If undisputed amounts remain unpaid beyond the applicable due date, nxus.SYSTEMS may, after any notice or cure period required by law or expressly stated in the applicable Order, suspend or limit access to updates, hosted services, support, or other ongoing benefits until the delinquency is cured. Suspension does not waive any payment obligation.
A purchase order number, vendor onboarding form, or similar customer process is for administrative convenience only and does not modify these Terms or any Order unless nxus.SYSTEMS expressly agrees in writing.
4. Customer responsibilities for integrated offerings
If you embed, integrate, automate, or otherwise use nxusKit SDK, Peeler, or any other Offering within your own applications, services, workflows, automations, or deliverables that you distribute, sell, license, host, or provide to third parties, you remain solely responsible for your own product or service.
That responsibility includes your end-user terms, representations, pricing, support commitments, regulatory compliance, data handling, content or output review, testing, security posture, human oversight, and any claims you make to your own customers or end users.
No warranty, indemnity, service commitment, compliance representation, or suitability statement made by nxus.SYSTEMS is automatically passed through to your customers or end users unless nxus.SYSTEMS expressly agrees otherwise in writing.
5. Permitted customer business models; restrictions on redistribution
Subject to the EULA, your applicable Order, and your purchased entitlement scope, you may use the software in customer-facing SaaS offerings, managed services, and white-labeled versions of your own product or service built with the Offerings.
You may not, unless nxus.SYSTEMS expressly agrees otherwise in writing, redistribute or provide the Offerings as a standalone SDK, standalone runtime, standalone toolkit, substitute SDK, hosted developer platform, competing platform, or other competing service that exposes the Offerings themselves as the primary product.
6. Beta and pre-release posture
Beta, early-access, technical-preview, evaluation, and other pre-release Offerings may contain bugs, incomplete features, breaking changes, compatibility changes, security defects, performance limitations, or material differences from later releases. They are not warranted to be production-ready, stable, uninterrupted, secure, or suitable for business-critical use.
Unless nxus.SYSTEMS expressly agrees otherwise in writing, no service level agreement, guaranteed response time, guaranteed resolution timeline, guaranteed uptime commitment, guaranteed backward compatibility commitment, or roadmap commitment applies to pre-release Offerings.
Features or functionality described for beta or pre-release Offerings may be changed, delayed, or never released.
7. Support and updates
Support, maintenance, updates, upgrades, and hosted entitlements are provided only to the extent expressly included in the applicable Order or other current entitlement.
For pre-release Offerings, support is provided, if at all, on a best-effort basis through the channels nxus.SYSTEMS designates. No SLA, guaranteed response time, guaranteed fix timeline, or guarantee of future updates applies during beta or pre-release periods unless separately agreed in writing.
8. Affiliates and contractors
A customer may permit its affiliates and contractors to access and use the applicable Offerings under the customer's entitlement solely for the customer's internal business purposes and benefit, provided that all such use remains under the customer's control and within the purchased seat, user, usage, and redistribution limits.
The customer remains fully responsible for the acts and omissions of its affiliates and contractors and for their compliance with these Terms, the EULA, and the applicable Order.
9. Open-source and third-party components
The Offerings may include, bundle, depend on, interoperate with, or otherwise make use of open-source software, third-party software, third-party models, and third-party services. Such components remain subject to their own applicable license or service terms.
Where required, nxus.SYSTEMS will provide relevant attribution and license materials in the applicable NOTICE file or equivalent notice surface.
If there is a conflict between these Terms and a third-party license governing a specific component, the third-party license controls for that component only to the minimum extent necessary. nxus.SYSTEMS is not responsible for third-party products or services not provided by nxus.SYSTEMS.
10. Confidentiality for non-public materials
Non-public software, pre-release builds, private documentation, non-public pricing, roadmap information, technical materials, credentials, and other business or technical information disclosed by nxus.SYSTEMS that is marked confidential or that reasonably should be understood to be confidential under the circumstances ("Confidential Information") must be protected by you using reasonable care and used only for evaluation, internal use, and the parties' commercial and licensed relationship.
You may not disclose Confidential Information to third parties except to your employees, affiliates, contractors, advisors, or service providers who have a need to know it for the permitted purposes and who are bound by confidentiality obligations at least as protective as those in this Section.
Confidential Information does not include information that you can demonstrate: (a) is or becomes publicly available through no breach of this Section; (b) was already lawfully known to you without confidentiality restriction; (c) is rightfully received from a third party without breach of any duty; or (d) is independently developed without use of nxus.SYSTEMS' Confidential Information.
If disclosure is required by law, regulation, court order, or legal process, you may disclose only the portion legally required and, where legally permitted, will provide reasonable prior notice to nxus.SYSTEMS.
11. Export controls and sanctions
You may not use, export, re-export, transfer, release, or otherwise make available any Offering or related technical data in violation of applicable export control, import, or economic sanctions laws or regulations.
You represent that you are not located in, organized under the laws of, or ordinarily resident in a prohibited jurisdiction, and that you are not a prohibited or restricted party under applicable sanctions or export control laws. You may not use the Offerings for prohibited end uses, prohibited end users, or prohibited destinations.
12. Compliance verification
No more than once in any twelve (12) month period, unless nxus.SYSTEMS has a reasonable basis to suspect material noncompliance, nxus.SYSTEMS may request reasonable records, written certification, or other information sufficient to verify compliance with applicable seat, user, usage, deployment, and redistribution limits.
Any such compliance verification will be conducted on reasonable prior notice, during normal business hours, and will be limited to information reasonably related to entitlement and license compliance. You may redact unrelated confidential information.
If the verification reveals a material shortfall, underpayment, or material overuse, you must promptly pay the applicable shortfall and, if the noncompliance is material, reimburse nxus.SYSTEMS for reasonable verification costs.
13. Warranty disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE OFFERINGS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NXUS.SYSTEMS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NXUS.SYSTEMS DOES NOT WARRANT THAT ANY OFFERING WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, AVAILABLE AT ANY PARTICULAR TIME, COMPATIBLE WITH ANY THIRD-PARTY SYSTEM, OR SUITABLE FOR ANY PARTICULAR PURPOSE, OUTCOME, USE CASE, OR RESULT.
14. High-risk and prohibited reliance uses
THE OFFERINGS ARE NOT DESIGNED, INTENDED, OR WARRANTED FOR HIGH-RISK, SAFETY-CRITICAL, LIFE-SUPPORT, EMERGENCY RESPONSE, HAZARDOUS INDUSTRIAL, OR OTHER USES IN WHICH FAILURE COULD REASONABLY BE EXPECTED TO LEAD TO DEATH, PERSONAL INJURY, SEVERE PROPERTY DAMAGE, OR ENVIRONMENTAL HARM, UNLESS NXUS.SYSTEMS EXPRESSLY AGREES OTHERWISE IN WRITING.
You are solely responsible for determining whether any Offering is appropriate for your intended use and for implementing appropriate safeguards, testing, oversight, and fallback procedures.
15. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXUS.SYSTEMS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF GOODWILL, COVER COSTS, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXUS.SYSTEMS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PAID OFFERING WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO NXUS.SYSTEMS FOR THAT OFFERING DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE, COMMUNITY, EVALUATION, OR PRE-RELEASE OFFERINGS, NXUS.SYSTEMS' TOTAL AGGREGATE LIABILITY WILL NOT EXCEED FIFTY U.S. DOLLARS (USD $50.00).
16. Force majeure
Neither party will be liable for any delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, utility failures, internet or telecommunications failures, cloud or infrastructure provider failures, or cyberattacks not caused by that party's gross negligence or willful misconduct.
The affected party will use reasonable efforts to mitigate the effect of the event and resume performance. This Section does not excuse your obligation to pay amounts already due.
17. Relationship to the EULA and survival of rights by license model
These Terms govern the commercial, billing, ordering, and account relationship. The EULA governs software use rights unless a higher-priority written agreement or applicable Order expressly provides otherwise.
If a subscription or term-based software entitlement expires or is not renewed, your rights to continued licensed use end except that already distributed customer applications lawfully built and shipped during an active entitlement may continue to run with the permitted embedded runtime components already included in them. After expiration of a subscription or term license, no new builds, deployments, redistributions, expansions, support rights, hosted entitlements, updates, or new redistribution rights are permitted unless renewed.
If you purchased a perpetual license, expiration of support or maintenance does not terminate your ongoing rights to use, build, deploy, and redistribute the licensed software and permitted runtime components for the version family you licensed and were entitled to use as of the support or maintenance end date. However, expiration of support or maintenance ends rights to later version families, post-expiration updates or upgrades, support, hosted entitlements, and other maintenance-linked benefits unless separately renewed or purchased.
18. Governing law; venue; injunctive relief
These Terms, each Order, and any dispute, claim, or controversy arising out of or relating to them or the Offerings will be governed by the laws of the State of Louisiana, without regard to its conflict of laws rules.
The state and federal courts located in Louisiana will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, any Order, or the Offerings, and each party submits to the personal jurisdiction and venue of those courts.
Notwithstanding the foregoing, nxus.SYSTEMS may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or rights against circumvention of technical controls, license controls, access controls, or entitlement enforcement mechanisms.
19. Updates to these Terms
nxus.SYSTEMS may update these Terms from time to time by posting a revised version. Unless otherwise expressly stated, updated Terms apply prospectively.
For an existing paid subscription, maintenance term, or other paid committed term, the version of the Terms in effect when that paid term began or most recently renewed will continue to govern that paid term unless you affirmatively accept updated Terms sooner.
20. Assignment
You may not assign or transfer these Terms, any Order, or any license or entitlement granted under them without nxus.SYSTEMS' prior written consent, except that you may assign them in connection with a merger, acquisition, or sale of substantially all of your assets, provided you give prompt notice to nxus.SYSTEMS and the assignee agrees in writing to be bound by the applicable terms.
nxus.SYSTEMS may assign or transfer these Terms, any Order, or its rights and obligations in connection with a merger, reorganization, sale of assets, change of control, or transfer to an affiliate.
21. General legal terms
If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted by law.
A failure or delay in enforcing any provision is not a waiver of that provision or any other provision.
These Terms, together with the applicable Order, any applicable service-specific terms, the EULA, and any separate written agreement between the parties, constitute the entire agreement regarding their subject matter and supersede prior or contemporaneous oral or written understandings on that subject matter.
The order of precedence is: (1) negotiated written agreement; (2) applicable Order, quote, or checkout terms specific to the transaction; (3) service-specific terms; (4) these Terms; and (5) the EULA; provided that the EULA governs software use rights unless a higher-priority document expressly overrides it.
Headings are for convenience only and do not affect interpretation.
Electronic acceptance, click-through acceptance, electronic signatures, electronic records, and electronic communications satisfy any legal requirement that a contract or record be in writing or signed, to the extent permitted by law.
22. Survival
Any provision that by its nature should survive termination, expiration, or suspension will survive, including provisions relating to payment obligations accrued before termination, restrictions, confidentiality, ownership, feedback, disclaimer of warranties, limitation of liability, compliance verification, governing law, venue, injunctive relief, assignment, and general legal terms.
23. Contact
Legal questions: legal@nxus.systems
Commercial or ordering questions: contact@nxus.systems