Effective Date: 18 December 2025.

These Terms and Conditions ("Agreement") govern your access to and use of the Software as a Service ("SaaS") solution provided by NexScale Inc. ("NexScale," "we," "our," or "us"). By accessing or using the SaaS solution, you agree to be bound by this Agreement. If you do not agree to all the terms and conditions of this Agreement, you may not access or use the SaaS solution.

1. Definitions

• “Customer” means the legal business entity that enters into this Agreement with NexScale and is responsible for payment, compliance, and use of the SaaS Solution.

• “Authorized Users” means individuals authorized by the Customer to access and use the SaaS Solution on its behalf, including owners, partners, coaches, employees, contractors, or other representatives.

• "SaaS Solution" means the software as a service product provided by NexScale, including all the AI-driven capabilities, dashboards, reports, etc.

• "User" or "You" means the Customer and its Authorized Users acting on behalf of the Customer.

• "Content": Any data, information, or materials uploaded, submitted, or otherwise made available by the User through the SaaS Solution.

• "Client Data": Information the User submits regarding their own clients, including contact details, notes, documents, and communications.

• "Communication Channels": Integrated tools used within the platform, such as WhatsApp, Telegram, SMS, and email.

• "User" or "You": Any individual or entity accessing or using the SaaS Solution.

• "Content": Any data, information, or materials uploaded, submitted, or otherwise made available by the User through the SaaS Solution.

• "Client Data": Information the User submits regarding their own clients, including contact details, notes, documents, and communications.

• "Communication Channels": Integrated tools used within the platform, such as WhatsApp, Telegram, SMS, and email.

2. Access and Use

2.1 License Grant

Subject to these Terms, NexScale grants you a limited, non-exclusive, non-transferable, revocable license to access and use the SaaS Solution for your internal business purposes during the term of this Agreement.

2.2 User Responsibilities

You agree to:

• Maintain the confidentiality of your account credentials.

• Be responsible for all activity under your account.

• Ensure compliance with applicable laws.

• Provide accurate and complete registration information.

• Confirm you have the legal right to submit Client Data and communications.

• Indemnify NexScale against claims related to unauthorized or unlawful submission of third-party data.

• The Customer represents and warrants that it has all necessary rights, consents, and lawful bases to submit, process, and communicate Client Data through the SaaS Solution, including via integrated Communication Channels.

2.3 Prohibited Uses

You agree not to:

• Use the SaaS Solution for illegal or unauthorized purposes.

• Copy, distribute, or sublicense any part of the SaaS Solution.

• Interfere with system integrity or performance.

• Upload malicious code or content.

3. Fees and Payment

3.1 Setup and Subscription Fees

Access to NexScale’s services may require a one-time setup or integration fee and ongoing subscription fees. Any applicable setup or integration fees will be clearly communicated to you prior to activation and are non-refundable unless otherwise stated in writing.

Subscription fees are billed in advance on a recurring basis (e.g., monthly or annually), as selected at the time of registration. Standard product support is included as part of the subscription to support successful use of the SaaS Solution.

3.2 Payment Terms

All payments are due per the billing schedule, in USD. Late payments may result in suspension of services. You agree to maintain accurate billing information at all times.

4. Intellectual Property

All intellectual property rights in the SaaS Solution, including all software, AI models, and documentation, are owned by or licensed to NexScale. No rights are granted to you other than those expressly set forth in this Agreement.

5. Data Privacy and Security

5.1 Data Collection and Processing

NexScale collects and processes personal data and business data in accordance with its Privacy Policy, in compliance with PIPEDA and GDPR. We may only collect the personal data that is necessary to deliver our services effectively and to meet our legal and contractual obligations. This includes data you provide about your clients, communication logs via integrated tools, and uploaded documents. You are responsible for ensuring you have appropriate legal authority or consent to share such data with NexScale.

We process your data based on legal grounds such as consent, contract performance, legal compliance, and legitimate business interests. Data subjects have rights to access, correct, delete, or object to the processing of their personal data, as set forth in our Privacy Policy.

We ensure that any third-party service providers (subprocessors) we engage are contractually bound to implement equivalent data protection and confidentiality measures consistent with this Agreement and applicable privacy laws.

For Client Data processed through the SaaS Solution, the Customer acts as the data controller and NexScale acts as a data processor or service provider, processing such data solely for the purpose of providing the SaaS Solution in accordance with this Agreement.

5.2 Security Measures

NexScale implements and maintains industry-standard administrative, technical, and physical safeguards designed to protect your data from unauthorized access, disclosure, alteration, or destruction. These measures include data encryption, secure access controls, vulnerability assessments, and routine security audits. While we strive to use commercially acceptable means to protect your information, no method of transmission over the internet or method of electronic storage is 100% secure.

6. Data Ownership and Use

You retain ownership of the data you input into the SaaS Solution. NexScale may use anonymized and aggregated data for internal reporting, performance monitoring, or service improvement purposes only.

Upon termination of this Agreement, your data will be retained for up to 90 days for potential reactivation or legal compliance, after which it will be securely deleted or anonymized.

NexScale does not use Customer-specific Client Data to train shared or general-purpose AI models; any data used for service improvement is anonymized and aggregated so it cannot reasonably identify the Customer or its clients.

7. Disclaimers

The SaaS Solution is provided "as is" without warranties of any kind, either express or implied, including but not limited to merchantability or fitness for a particular purpose. We do not guarantee uninterrupted access or error-free performance.

7.1 AI Functionality Disclaimer

The SaaS Solution includes AI-powered features that generate insights, recommendations, summaries, or draft content. Such outputs are provided for assistive purposes only and do not constitute professional, legal, or business advice.

The Customer remains solely responsible for reviewing, approving, and using any AI-generated outputs, including communications sent to third parties, and for all decisions made based on such outputs.

8. Limitation of Liability

To the maximum extent permitted by law, NexScale shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, data, or goodwill. Our total liability under this Agreement shall not exceed the fees you paid in the 12 months preceding the claim.

9. Indemnification

You agree to indemnify and hold harmless NexScale and its affiliates against any claims arising from your breach of this Agreement or misuse of the SaaS Solution.

10. Term and Termination

This Agreement is effective until terminated. Either party may terminate with 3 months’ written notice. NexScale may terminate immediately upon breach. Upon termination, your access to the SaaS Solution ends, and any unpaid fees remain due.

11. Force Majeure

NexScale shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, internet outages, cyberattacks, third-party service interruptions, strikes, or legal restrictions.

12. Changes to Terms

We may update this Agreement from time to time. If a change materially affects your rights or obligations, we will provide advance notice, either via email or through prominent in-app notification, at least 30 days before the changes take effect. Continued use of our services after the effective date constitutes your acceptance of the updated Policy.

13. Governing Law

This Agreement is governed by the laws of Ontario, Canada, excluding conflict of law rules. legalDisputes will be resolved exclusively in the courts of Ontario. These Terms are drafted in English; if translated, the English version shall prevail.

14. Contact

NexScale Inc.
Email: legal@nexscale.ai

We aim to respond to inquiries within 10 business days.