Terms of Service

2. Definitions

“Customer” or “you”

The individual or organization accessing the Services.

“Customer Data”

All data, content, and information submitted by you to the Services, including queries, documents, and compliance information.

“Services”

NexaState’s websites, consulting services, and any software, tools, or AI-powered guidance platform NexaState makes available.

“AI Output”

Any response, report, analysis, or guidance generated by the Services in response to your inputs.

3. Description of Services

NexaState provides consulting services and AI-powered compliance guidance tools for government contractors. The Services provide guidance and information only and do not constitute legal, financial, or professional advice.

4. Eligibility

The Services are intended for use by business professionals and organizations. You must be at least 18 years old and have the legal authority to enter into these Terms. By using the Services, you represent that you meet these requirements.

5. User Accounts & Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must provide accurate information when creating an account and promptly update it if it changes. You agree to notify us immediately of any unauthorized use of your account. NexaState is not liable for losses arising from unauthorized access to your account where you have failed to safeguard your credentials.

6. Subscription, Billing & Payment

NexaState does not currently offer paid subscriptions or self-service purchasing. This section applies only if and when NexaState makes paid subscriptions available, and only to customers who purchase one. Consulting engagements are governed by the separate written agreement for that engagement, not by this section.

If paid subscriptions are offered, they are billed monthly or annually as selected at the time of purchase. All fees are stated in U.S. dollars and are non-refundable except as described below.

Fees are exclusive of taxes. You are responsible for applicable sales, use, or value-added taxes.

7. Free Trials, Early Access & Beta Features

No free trial is currently offered. If NexaState makes one available, it will convert to a paid subscription at the end of the trial period only where that is stated at sign-up and you have provided a payment method.

NexaState may offer early access to features and products that are still in development. Early access and beta features are provided “as is” without warranty, may be modified or discontinued without notice, and may not be subject to the same service levels as generally available features.

8. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or government contract requirement
• Submit classified information or data that exceeds the platform’s authorized handling level
• Attempt to reverse-engineer, decompile, or extract the models, algorithms, or source code underlying the Services
• Resell, sublicense, or redistribute the Services or AI Outputs without authorization
• Use automated scripts, bots, or scrapers to access the Services outside of approved APIs
• Interfere with or disrupt the integrity, security, or performance of the Services
• Misrepresent AI Outputs as professional legal, financial, or accounting advice to third parties

9. AI-Specific Terms & Limitations

The Services use artificial intelligence to generate compliance guidance. You acknowledge and agree that:

10. Not Legal Advice

11. Data Ownership & License

By using the Services, you grant NexaState a limited, non-exclusive, non-transferable license to process your Customer Data solely for the purpose of providing the Services to you.

• We do not claim ownership of your Customer Data
• We do not access your Customer Data except as necessary to provide, maintain, or troubleshoot the Services, or as required by law
• Upon termination, we will delete your Customer Data within 90 days unless retention is required by law or you request earlier deletion

12. Data Portability & Export

You may export your Customer Data at any time through your account settings in standard formats (CSV, JSON). Upon cancellation or termination, you will have 30 days to export your data before it is scheduled for deletion.

13. Confidentiality

Each party agrees to protect the confidential information of the other party using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential information includes Customer Data, business plans, pricing, and technical information. Confidentiality obligations do not apply to information that is publicly available, independently developed, or rightfully received from a third party without restriction.

14. Intellectual Property

All content, features, functionality, and technology of the Services are owned by NexaState and are protected by copyright, trademark, patent, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works of any part of the Services without our prior written consent. Your right to use the Services is limited to the license granted in these Terms.

15. Government Contract Compliance

If you use the Services in connection with U.S. government contracts, you acknowledge that:

• The Services are commercial items as defined in FAR 2.101
• You are responsible for compliance with all applicable FAR, DFARS, and agency-specific clauses in your contracts
• AI Outputs do not relieve you of any contractual obligations to the government
• You should not submit classified information or data above the CUI level to the platform
• NexaState is not a government subcontractor and no flow-down clauses from your government contracts apply to NexaState unless separately agreed in writing

16. Export Controls

The Services are subject to U.S. export control laws, including the Export Administration Regulations (EAR) and sanctions programs administered by the Office of Foreign Assets Control (OFAC). You agree not to use, export, or re-export the Services in violation of these laws. You represent that you are not located in, or a national or resident of, any country subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted party list.

17. Third-Party Services

The Services may integrate with or link to third-party services, including government databases, payment processors, and AI infrastructure providers. We are not responsible for the availability, accuracy, or practices of third-party services. Your use of third-party services is subject to their respective terms and privacy policies.

18. Service Availability

We strive to maintain high availability of the Services but do not guarantee uninterrupted access. We may perform scheduled maintenance with reasonable advance notice. We are not liable for service interruptions caused by circumstances beyond our reasonable control, including internet outages, third-party service failures, or government data source unavailability.

19. Suspension & Termination

We may suspend or terminate your access to the Services if:

• You breach these Terms or the Acceptable Use policy
• Your account is more than 30 days past due on payment
• We are required to do so by law or government order
• Your use poses a security risk to the Services or other customers

Where practical, we will provide notice and an opportunity to cure before suspension. Upon termination for any reason, you may export your Customer Data for 30 days after termination.

20. Indemnification

You agree to indemnify, defend, and hold harmless NexaState, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your reliance on AI Outputs for compliance decisions without independent verification.

21. Warranty Disclaimer

22. Limitation of Liability

23. Dispute Resolution

Any dispute arising from these Terms or your use of the Services will be resolved as follows:

1. Informal resolution: The parties will first attempt to resolve disputes informally by contacting each other. You may reach us at legal@nexastate.com.
2. Binding arbitration: If informal resolution fails after 30 days, disputes will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
3. Class action waiver: You agree to resolve disputes individually and waive any right to participate in class actions or class arbitrations.

Exception: Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access to the Services.

24. Governing Law & Venue

These Terms shall be governed by the laws of the United States and the state in which NexaState is incorporated, without regard to conflict of law provisions. Any legal proceedings not subject to arbitration shall be brought in the federal or state courts located in the state of NexaState’s incorporation, and you consent to the personal jurisdiction of such courts.

25. Force Majeure

NexaState shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government actions, power or internet outages, or failures of third-party services.

26. General Provisions

27. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes at least 30 days before they take effect via email or through our platform. Continued use of the Services after changes take effect constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services and cancel your subscription.