Terms of Service

Nexture AI LLC

Effective Date: October 8, 2026

This document was last reviewed and updated on the effective date above.

Brand notice. This service is offered publicly under the name MiaSure. "MiaSure" is a trade name of Nexture AI LLC, the Wyoming limited liability company that operates the Service and is your contracting party under this document. Any reference herein to "Nexture AI," "Nexture AI LLC," "the Company," "we," "us," or "our" means Nexture AI LLC operating as MiaSure.

These Terms of Service (the "Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Nexture AI LLC, a Wyoming limited liability company, located at 1521 Alton Rd. PMB 106, Miami Beach, FL 33139, United States ("Company," "we," "us," or "our"), governing your access to and use of the MiaSure platform and related services (the "Service" or "Platform").

By creating an account, clicking "I Agree," or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Security Statement. If you do not agree to these Terms, you may not access or use the Service. These Terms apply to every kind of account on the Service, including an account created to accept a document shared with you and an account used to access a client portal that an insurance broker provides under its own brand (see Section 1.6).

PLEASE READ SECTION 14 CAREFULLY. IT REQUIRES MOST DISPUTES BETWEEN YOU AND US TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, AND EXPLAINS HOW AN INDIVIDUAL MAY OPT OUT.

1. Eligibility & Account Creation

1.1. Age Restriction: The Service is intended for use by individuals who are at least 18 years of age. By using the Service, you represent and warrant that you are at least 18 years old.

1.2. Accurate Information: You agree to provide accurate, current, and complete information during the registration process and to keep your account information updated.

1.2a. Geographic Availability: The Service is offered solely to businesses and individuals located in the United States and its territories. The Service is not directed to, intended for, or offered to individuals or entities located anywhere else, including the European Economic Area, the United Kingdom, Switzerland, and Canada. By registering and each time you use the Service, you represent and warrant that you are located in, and are accessing the Service from, the United States or one of its territories. We restrict access to our production service from outside the United States and its territories at the network edge (through Cloudflare) and, when an account is created, in our application. These technical controls rely on location signals and are not perfect, so they do not relieve you of the representation above, and we may decline, suspend, or terminate access that we believe originates outside them. Using a VPN, proxy, or other means to disguise your location in order to access the Service is a breach of these Terms.

1.2b. Sanctions and Export Controls: You represent and warrant that (i) you are not located in, organized under the laws of, or ordinarily resident in any country or region that is the subject of comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine), or in Russia or Belarus; (ii) you are not, and are not owned or controlled by or acting on behalf of, any person identified on a U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) and the Entity List maintained by the U.S. Department of Commerce; and (iii) you will not use, export, or re-export the Service or any output of it in violation of U.S. sanctions or export-control laws. We block access from sanctioned jurisdictions and may suspend or terminate any account that we believe is in breach of this Section without notice.

1.3. Account Security: You are solely responsible for maintaining the confidentiality of your login credentials (username and password) and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 1.3.

1.4. Email Verification: Account verification is conducted via email confirmation. You acknowledge that the security of your account is dependent on the security of your associated email account.

1.5. Broker Due Diligence: If you are an insurance broker, agent, or firm ("Broker User"), you acknowledge and agree that you are solely responsible for verifying the identity and authorization of any staff, employees, or other individuals you allow to access the Platform under your account. The Company does not perform background checks or professional license verification on Broker Users or their authorized staff.

1.6. Shared-Document Recipients and Client Portal Users: If you create or use an account to receive a document that another user shared with you, or to access a client portal that an insurance broker provides to its clients under the broker's own name or brand, these Terms govern your use of the Service, and you accept them when you create that account or first sign in to it. When a broker provides the Service to you under its own brand, the broker — not Nexture AI — is responsible for its relationship with you, for the insurance advice and services it provides to you, and for the content it makes available to you through the portal, and Nexture AI processes your information on the broker's behalf as described in our Privacy Policy.

2. Platform Services & Our Role

2.1. Service Description: The Service is a platform designed to provide AI-powered tools for insurance brokers and buyers (both individual and commercial). These tools include smart storing and sorting of insurance documents (e.g., policies, binders, endorsements), creation of automatic deliverables (e.g., summaries of insurance, proposals, comparisons of quotes/policies), and access to a chatbot for document inquiries and general insurance questions. The chatbot (Mia) remembers what it learns from your activity on the Service, including your conversations, preferences and the work you do, and uses it to personalize later answers, as described in our Privacy Policy.

2.2. Our Role as a Tool/Enabler: You understand and agree that Nexture AI provides the Service as a technological "tool" or "enabler" to assist you in your insurance-related activities.

2.3. No Professional Advice: Nexture AI, the Platform, and its AI tools do NOT provide legal, financial, tax, or professional insurance advice. You understand and agree that the Service is not a substitute for the independent judgment of a licensed insurance professional, attorney, financial advisor, or other qualified expert.

2.4. No Fiduciary Duty: Nexture AI does not assume any fiduciary duty, broker-client relationship, or other professional obligations to you, your clients, or any third party. Your relationship with your clients remains solely your responsibility.

2.5. Not a Licensed Insurance Producer: Nexture AI LLC is a technology company. We are not a licensed insurance producer, broker, agent, adjuster, consultant, or insurance company. We do not sell, solicit, or negotiate insurance; we do not provide quotes, bind coverage, or make coverage or claims determinations; and we do not recommend that you buy, change, keep, or cancel any insurance policy or choose any insurer. Nothing produced by the Service is insurance advice or an opinion on whether any coverage is adequate or suitable for anyone. Questions of that kind should be directed to a licensed insurance professional.

2.6. Outputs Are Informational; Verify Against the Policy: Everything the Service produces — including extracted data, summaries of insurance, comparisons, reports, letters, answers from Mia, and other deliverables — is generated with the assistance of artificial intelligence, is provided for informational purposes only, and may contain errors or omissions. The insurance policy documents themselves, as issued by the insurer, control. You must verify any output against the underlying policy documents before you rely on it or share it with anyone. Section 6 sets out further disclaimers that apply to AI-generated outputs.

2.7. Mia Is an AI Assistant: Mia, the assistant within the Service, is an artificial-intelligence system, not a person, and is not your insurance agent or broker. Where you use Mia by voice, what you say is processed by third-party AI voice and speech providers, as described in our Privacy Policy.

3. User Responsibilities & Conduct

3.1. Lawful Use: You agree to use the Service only for lawful purposes and in accordance with these Terms and all applicable federal, state, and local laws and regulations.

3.2. Prohibited Activities: You agree not to:

• Use the Service in any manner that violates any applicable federal, state, local, or international law or regulation.
• Use the Service to engage in any fraudulent, abusive, or unlawful activity.
• Impersonate or attempt to impersonate Nexture AI, a Nexture AI employee, another user, or any other person or entity, or misrepresent your affiliation with any person or entity, including by sending a message through the Service under a name, firm, or brand you are not authorized to use.
• Use the Service to send unsolicited commercial email or other messages ("spam"), to send messages to recipients who have asked not to receive them, or to send any message that violates the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), or any other law governing electronic or telephone communications.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Attempt to gain unauthorized access to the Service or its related systems or networks.
• Upload or transmit any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm Nexture AI or users of the Service or expose them to liability.

3.3. Prohibition of Highly Sensitive Data: You expressly agree not to upload, post, or transmit any User Content (as defined below) that contains highly sensitive personal information, including but not limited to Social Security Numbers (SSNs), beyond what is strictly necessary and explicitly provided for in standard Property & Casualty insurance documentation. You are solely responsible for ensuring that any User Content you upload does not contain SSNs. If, despite this prohibition, you upload User Content containing SSNs, you do so at your own risk, and Nexture AI LLC expressly disclaims all liability, damages, and responsibilities for the security, protection, or any unauthorized access, use, or disclosure of such SSNs. We are not obligated to monitor for the presence of SSNs in User Content, and we reserve the right to remove any content found to contain SSNs and/or suspend or terminate your account without notice.

3.4. Broker User's Compliance: If you are a Broker User, you acknowledge and agree that you are solely responsible for:

• Complying with all applicable federal, state, and local laws, regulations, and ethical standards governing your profession, including but not limited to the Gramm-Leach-Bliley Act (GLBA) and state-specific insurance regulations regarding record-keeping, client data privacy, and professional conduct.
• Obtaining all necessary legal bases, consents, authorizations, and rights from your clients to upload, process, and use their data (including Nonpublic Personal Information, or NPI) on the Platform.
• Ensuring that any advice, recommendations, or information you provide to your clients, which may be informed or assisted by the Service, complies with all professional obligations and applicable laws.
• Independently reviewing, verifying, and confirming the accuracy, completeness, and applicability of all AI-generated outputs before acting on them, relying on them, or sharing them with your clients.
• Maintaining your own official records and meeting all record-keeping requirements independent of the Platform. Deleting data from the Platform does not absolve you of your own legal or regulatory record-keeping duties.

3.5. Recording, Transcription, and AI Notetakers: Certain features of the Service can record, transcribe, or summarize a conversation, including a voice conversation with Mia and, where the feature is made available, an AI notetaker that joins a meeting you schedule or host (for example, a Microsoft Teams meeting) or an AI voice interview conducted with a person you invite. The laws of several U.S. states require the consent of every party before a conversation is recorded, monitored, or transcribed, and other laws require notice to participants. If you use any such feature, you are solely responsible for (i) giving every participant clear notice, before the conversation begins, that an AI assistant will record or transcribe it; (ii) obtaining every consent required by applicable law from every participant; (iii) stopping the recording or transcription, or removing the AI assistant, if any participant objects; and (iv) complying with all other laws that apply to your recording, including laws on biometric information. We do not obtain notice or consent on your behalf. You agree to indemnify Nexture AI as provided in Section 12 against any claim arising from your failure to meet these obligations.

3.6. Messages You Send Through the Service: When you send an email or other message through the Service (for example, sharing a document with a client or sending a message that Mia drafted for you), you are the sender of that message and are responsible for its content, for having a lawful basis to send it, and for complying with the laws that apply to it, including the CAN-SPAM Act. Messages sent through the Service to people who do not have an account may include an unsubscribe link, and we will not deliver further messages from the Service to a recipient who has unsubscribed. You must not attempt to circumvent that mechanism. We may limit the volume of messages you send and may suspend sending from any account that we believe is being used to send spam.

3.7. Third-Party AI Assistants: If you connect your account to a third-party AI assistant or application (for example, Claude or ChatGPT), you direct us to make information from your account available to that assistant in response to its requests. Once information is delivered to that assistant, its use, retention, and disclosure are governed by your agreement with the provider of that assistant, not by these Terms or our Privacy Policy. You are responsible for your use of the connection and may disconnect it at any time.

4. User Content & Intellectual Property

4.1. User Content Ownership: You retain all intellectual property rights in and to the content (including documents, data, notes, and templates) that you upload, submit, post, or otherwise make available on or through the Platform ("User Content").

4.2. License to User Content for Platform Operation: By uploading User Content, you grant Nexture AI a worldwide, non-exclusive, royalty-free, sublicensable (to our authorized third-party service providers, as described in our Privacy Policy), and transferable license to host, store, copy, display (to you and other authorized users within your account), reproduce, transmit, process, analyze, and perform derivative works (e.g., summaries, comparisons) of your User Content. This license is granted solely for the purpose of operating, providing, securing, and improving the Platform's services to you, including storing your documents, enabling AI processing, generating outputs for your use, and creating backups.

4.3. License for Platform Improvement: Additionally, you grant Nexture AI a limited, non-exclusive, royalty-free, worldwide license to use your User Content and your interactions with the Platform, solely within Nexture AI and its service providers acting on its behalf, to measure, test, and improve the accuracy and quality of the Service, in the ways described in Section 4.2 of our Privacy Policy. Those ways include retaining the corrections you make to extracted data as evaluation records linked to the relevant policy, and producing aggregated, de-identified statistics across customers. This license does not permit us to fine-tune or train any third-party AI model on your User Content, to publish your User Content, or to attempt to re-identify de-identified data. You may opt out of these uses, other than uses necessary to provide the Service to you, as described in our Privacy Policy.

4.4. AI Output Ownership: Any specific outputs generated by the Platform's AI tools (such as summaries, comparisons, or proposals) that are derived from your uploaded User Content shall be considered your intellectual property, provided that they are solely based on your input and generated for your internal use or for use with your clients in the ordinary course of your business. You acknowledge that this ownership is subject to the disclaimers regarding AI accuracy and Nexture AI's IP rights in the underlying algorithms.

5. Nexture AI Intellectual Property

5.1. Company IP Ownership: The Platform, including all of its software, algorithms, AI models, user interface, design, trademarks, service marks, logos, trade names, and all other proprietary content and materials (excluding User Content), are the exclusive property of Nexture AI LLC and its licensors. All rights in and to the Platform not expressly granted to you are reserved by Nexture AI LLC.

5.2. Restrictions: You agree not to, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform or any software, documentation, or data related to the Platform.
• Modify, translate, or create derivative works based on the Platform or any software (except to the extent expressly permitted by Nexture AI LLC or authorized within the Platform's intended functionality).
• Circumvent or attempt to circumvent any technical protection measures in the Platform.
• Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform, without our prior express written consent.
• Attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any of our servers, by hacking, password "mining," or any other illegitimate means.
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Platform, use of the Platform, or access to the Platform for any commercial purposes (other than your legitimate internal business use as an authorized user of the Platform), without our express written permission.

5.3. Enforcement: You acknowledge that any unauthorized use or infringement of our intellectual property rights would cause irreparable harm to Nexture AI LLC for which monetary damages alone would be inadequate. Accordingly, you agree that in the event of any such unauthorized use or infringement, we will be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

5.4. Trademarks: All trademarks, service marks, logos, and trade names used on the Platform are proprietary to Nexture AI LLC or their respective owners. You may not use any of our trademarks without our prior written permission.

6. AI Disclaimers & Accuracy

6.1. Informational Purposes Only: The AI-generated outputs (including but not limited to summaries, comparisons, proposals, and chatbot responses) are provided for informational purposes and as an aid to your workflow only. They are not intended to be, and should not be relied upon as, comprehensive, definitive, or error-free.

6.2. Not Professional Advice: The Platform and its AI tools do not provide legal, financial, tax, or professional insurance advice. You understand and agree that you are solely responsible for obtaining qualified professional advice concerning any decisions or actions you take based on information from the Platform.

6.3. No Guarantee of Accuracy, Completeness, or Timeliness: We do not warrant or guarantee the accuracy, completeness, reliability, timeliness, or suitability of any AI-generated content, and, except for the Accuracy Credit described in Section 6.6, no fee or Credit is refundable on the ground that an output was inaccurate or incomplete. You acknowledge that AI models, including Large Language Models (LLMs), can make errors, misinterpret context, or "hallucinate" information, producing content that is inaccurate, incomplete, or out-of-date. No statement made within the Service, in marketing material, or by Mia creates any guarantee of accuracy or any right to a refund; only Section 6.6 of these Terms or a written agreement signed by an authorized officer of Nexture AI LLC can do so.

6.4. User's Sole Responsibility & Verification: You are solely responsible for reviewing, verifying, and confirming the accuracy, completeness, and applicability of all AI-generated outputs before acting or relying on them, or using them with your clients. Any reliance on the AI-generated content is at your own risk. For Broker Users, this includes ensuring all information complies with your professional obligations and all applicable state and federal insurance laws and regulations.

6.5. Not a Substitute for Human Review: The AI tools are intended to augment, not replace, human expertise and professional judgment. Always conduct thorough human review and due diligence.

6.6. Accuracy Credit: The Service marks a defined set of extracted fields as priority fields (for example, named insured, policy dates, and premium totals). If you report through the Service that a priority field on a policy you processed with Structured Review was extracted incorrectly, and either our automated check against the source document confirms that the extracted value differs from the document or you supply the corrected value, we will add an Accuracy Credit to your Credit balance. The Accuracy Credit equals the Structured Review charges recorded for that policy (or, where none is recorded, our then-current standard Structured Review rate), up to a maximum of US$50. There is one Accuracy Credit per policy: further reports on the same policy are recorded and reviewed but do not earn another credit. Accuracy Credits are Credits under Section 8 with no cash value; they are not a cash refund. We may review any claim and reverse an Accuracy Credit issued for a report that was not made in good faith or that the source document does not support. The Accuracy Credit is not a warranty or guarantee of accuracy, does not change Sections 6.1 through 6.5, and is your sole and exclusive remedy for an extraction error in a priority field. We may change or end the Accuracy Credit program on notice under Section 16.8; a change does not affect a claim you reported before it took effect.

7. Third-Party Services

7.1. Third-Party Providers: You acknowledge that we utilize various third-party service providers to operate the Platform, including cloud hosting providers (e.g., AWS), third-party OCR companies (to convert documents to text), third-party Large Language Model (LLM) providers (to power AI features), AI voice and speech-to-text providers (to power voice features), and payment gateways. The current list of these providers, what each receives, and the commitments each has made is maintained on our Sub-processors page.

7.2. Contractual Safeguards: We engage these service providers under terms that require them to protect the confidentiality and security of your data. We do not authorize any of them to use your data to train or improve their own general-purpose models. Our Sub-processors page states, provider by provider, what that provider's terms say about training on, and retaining, the data we send it. Our Data Processing Addendum sets out the terms on which we process personal information on your behalf as a service provider or processor.

7.3. Payment Processor: If you make payments through the Service, your payment information will be collected and processed by a third-party payment processor. We do not store your full payment card details on our servers. Your use of the payment processor's services is subject to their terms and privacy policies.

7.4. No Liability for Third-Party Terms: Your interactions with any third-party services linked to or integrated with the Platform are solely between you and the third-party service. We are not responsible for the privacy practices or the content of these third-party services.

8. Fees, Credits & Payment Terms

8.1. Fees & Credits: Access to certain features of the Service is provided for a fee. Unless otherwise agreed with you in writing, the Service is billed on a usage basis: you purchase a prepaid credit balance ("Credits"), and fees for platform operations (e.g., document processing, AI structured review, deliverable generation) are deducted from that balance at our then-current rates, which are available within the Service. We may also agree with you on recurring platform fees (e.g., a monthly base fee), which are charged against your Credits or your payment method. We may offer promotional Credits or trial periods at our discretion; promotional Credits and trials have no cash value, are non-refundable, and may be modified or withdrawn at any time.

8.2. Payment Processing: Payments are collected and processed by our third-party payment processor; we do not store your full payment card details on our servers. You authorize us (via the payment processor) to charge your payment method for Credit purchases you initiate and for any recurring fees you have agreed to. Credits are not a deposit or stored-value account, accrue no interest, are non-transferable, and may be used only to pay fees for the Service.

8.3. Subscriptions (If Offered): If we offer subscription plans (e.g., monthly or annual) and you subscribe, your subscription will automatically renew at the then-current rates unless you cancel before the renewal date by contacting us at [email protected] prior to your next billing cycle. We will describe the renewal terms, and how to cancel, before you subscribe.

8.4. Refund Policy: Except as expressly provided in these Terms or required by applicable law, all fees are non-refundable and unused Credits are non-refundable. If we terminate your account for reasons other than your breach of these Terms, we will refund your unused Credit balance and provide a pro-rata refund of any prepaid but unused recurring or subscription fees. Refunds in connection with material reductions in Service functionality are available as described in Section 17 (Service Modifications). To request a refund you believe you are entitled to, contact us at [email protected].

8.5. Changes to Fees: We reserve the right to change our fees and rates upon reasonable notice. Fee changes apply prospectively; usage is charged at the rates in effect at the time each operation is performed.

8.6. Taxes: Our fees are exclusive of taxes. You are responsible for any applicable sales, use, or similar taxes arising from your purchases, excluding taxes based on our net income.

9. Termination

9.1. Your Right to Terminate: You may terminate your account at any time. Most accounts can be closed from inside the Service using the account-deletion option in your account settings, which permanently deletes your account and its data as described in Section 7 of our Privacy Policy. Some accounts — for example, accounts that belong to a firm or organization, or accounts with a recurring billing plan or an unsettled balance — cannot be closed that way and must be closed by contacting us at [email protected] or [email protected]. Closing your account does not entitle you to a refund of unused Credits except as provided in Section 8.4.

9.2. Our Right to Terminate: We may suspend or terminate your account and access to the Service at our sole discretion, without prior notice, if you breach these Terms, engage in illegal activity, or for any other reason we deem appropriate.

9.3. Effect of Termination: Upon termination, your right to use the Service will immediately cease. Your User Content may be deleted or retained according to our Data Retention Policy described in our Privacy Policy. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

10. Disclaimers of Warranties

10.1. "AS IS" / "AS AVAILABLE": THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

10.2. NO GUARANTEE OF UPTIME/PERFORMANCE: WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

10.3. NO GUARANTEE OF COMPLIANCE: WE DO NOT WARRANT OR GUARANTEE THAT YOUR USE OF THE PLATFORM WILL ENSURE YOUR COMPLIANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, GLBA OR STATE INSURANCE REGULATIONS). YOU ARE SOLELY RESPONSIBLE FOR SUCH COMPLIANCE.

11. Limitation of Liability

11.1. EXCLUSION OF CONSEQUENTIAL DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXTURE AI LLC, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE OR ANY AI-GENERATED OUTPUTS.

11.2. NO RESPONSIBILITY FOR CERTAIN DAMAGES: UNDER NO CIRCUMSTANCES WILL NEXTURE AI LLC BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY LOSS OR DAMAGE ARISING FROM YOUR UPLOAD OF SSNs IN VIOLATION OF THESE TERMS.

11.3. CAP ON DIRECT DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXTURE AI LLC'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO NEXTURE AI LLC FOR THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.

11.4. EXCLUSIONS: THESE LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD ON THE PART OF NEXTURE AI LLC, TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED BY APPLICABLE LAW.

12. Indemnification

You agree to defend, indemnify, and hold harmless Nexture AI LLC and its affiliates, agents, officers, employees, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your User Content or your misuse of the Service, including any AI-generated output.
• Any violation by you of any term of these Terms, including without limitation your breach of any of the representations and warranties herein (e.g., unauthorized upload of SSNs, failure to obtain client consent).
• Your violation of any third-party right, including without limitation any privacy or intellectual property right.
• Your violation of any applicable law, rule, or regulation, including your GLBA obligations or state insurance regulations.
• Any claim that your content caused damage to a third-party, particularly claims brought by your clients related to your use of the Platform.
• Any recording, transcription, or AI-assisted note-taking of a conversation or meeting that you enable, schedule, host, or initiate through the Service, including any claim that a participant did not receive notice or did not consent (Section 3.5).
• Any email or other message that you send, or cause to be sent, through the Service (Section 3.6).
• Any other party's access and use of the Service with your unique username, password, or other appropriate security code.

13. IP Indemnification by Nexture AI

Subject to the limitations set forth in these Terms, Nexture AI LLC will defend you against any third-party claim brought against you alleging that the Platform's core technology, as provided by Nexture AI LLC and used in accordance with these Terms, directly infringes a U.S. patent, copyright, or trade secret of such third party (an "IP Claim"). We will also indemnify you for any damages, attorney's fees, and costs finally awarded against you or for settlement amounts approved by us in writing arising from such IP Claim.

Nexture AI LLC’s obligations under this Section 13 are contingent upon: (a) you providing us with prompt written notice of the IP Claim; (b) you granting us sole control over the defense and settlement of the IP Claim; and (c) your cooperation in the defense of the IP Claim.

We shall have no liability or obligation under this Section 13 for any IP Claim that arises from: (i) your unauthorized use of the Platform; (ii) your combination of the Platform with any other products, services, or content not provided by us; (iii) any modifications to the Platform not made by us; (iv) your failure to use updated or modified versions of the Platform provided by us; or (v) claims related to content you upload or any outputs generated from your content.

THIS SECTION 13 STATES NEXTURE AI LLC'S SOLE AND EXCLUSIVE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ANY IP CLAIMS. OUR AGGREGATE LIABILITY UNDER THIS SECTION SHALL BE LIMITED BY SECTION 11 ('LIMITATION OF LIABILITY') OF THESE TERMS.

14. Dispute Resolution

14.0. Informal Dispute Resolution First: Before either party begins an arbitration or a small-claims action, the party raising the Dispute (as defined below) must send the other a written notice describing the Dispute, the relief sought, and the sender's name and contact details (and, if the sender is you, the email address associated with your account). Notices to us must be sent to [email protected] with "Notice of Dispute" in the subject line, with a copy by mail to the address in Section 19; notices to you will be sent to the email address associated with your account. For thirty (30) days after the notice is received, the parties will try in good faith to resolve the Dispute informally, and either party may request a telephone or video conference for that purpose. Neither party may begin an arbitration until that 30-day period has ended. Any applicable limitations period (including the period in Section 14.8) is suspended while the parties are engaged in this process.

14.1. Binding Arbitration: You and Nexture AI LLC agree that, except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Service (collectively, "Disputes") will be settled by binding arbitration on an individual basis, rather than in court. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, including, where applicable, its Supplementary Rules for Multiple Case Filings and its Multiple Consumer Case Filing Fee Schedule; or, if you are an individual using the Service primarily for personal, family, or household purposes, its Consumer Arbitration Rules, all as in effect when the arbitration is filed and as modified by this Section 14. The arbitration shall be conducted by a single, neutral arbitrator. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, or enforceability of this Section 14, except that a court shall decide any dispute about Section 14.3 (Class Action Waiver) and Section 14.6 (Mass Arbitration).

14.1a. Place, Procedure, and Fees: Unless the parties agree otherwise, the seat of the arbitration is Wilmington, Delaware; any hearing will be held by video conference, or, if the arbitrator requires an in-person hearing, in the county in which you reside (if you are an individual) or in Wilmington, Delaware (otherwise). If your claim is for $25,000 or less, the arbitration will be decided on written submissions unless the arbitrator decides a hearing is necessary. Payment of filing, administration, and arbitrator fees will be governed by the applicable AAA rules and fee schedules; where the AAA's Consumer Arbitration Rules apply, we will pay all fees beyond the filing fee the consumer would be required to pay under those rules. Each party bears its own attorneys' fees and costs unless the arbitrator awards them under applicable law or finds that a claim or defense was frivolous or brought for an improper purpose. The arbitrator may award any individual relief that a court could award, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

14.2. Exceptions: This Arbitration Agreement does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) claims seeking injunctive or equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.

14.3. Class Action Waiver: You and Nexture AI LLC agree that each party may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class, representative, or private attorney general proceeding. Unless both you and Nexture AI LLC agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding, except as provided in Section 14.6. You and Nexture AI LLC each waive any right to a jury trial.

14.4. Opt-Out Right (for individual users): If you are an individual (not an entity), you have the right to opt out of the arbitration provision by sending written notice of your decision to opt out to [email protected] within thirty (30) days of first accepting these Terms. Your opt-out notice must include your name and address, your Nexture AI LLC username (if any), and an unequivocal statement that you want to opt out of this arbitration agreement. If you opt out, all parts of this Arbitration Agreement will not apply to you, but the remainder of these Terms will continue to apply.

14.5. Governing Law for Arbitration: The Federal Arbitration Act will govern the interpretation and enforcement of this Section 14.

14.6. Mass Arbitration: If twenty-five (25) or more demands for arbitration that raise substantially similar Disputes are filed against Nexture AI LLC by or with the assistance of the same or coordinated counsel or organizations, the AAA's Supplementary Rules for Multiple Case Filings and Multiple Consumer Case Filing Fee Schedule will apply, and the parties agree that the demands may be administered and resolved in batches of up to one hundred (100) demands, with one arbitrator appointed for each batch, fees assessed per batch as permitted by those rules, and the batches proceeding in sequence unless the parties agree otherwise. Each demand must still satisfy the informal dispute-resolution requirement in Section 14.0. Any statute of limitations for a demand is tolled from the time it is submitted under Section 14.0 until its batch is administered.

14.7. If the Class Action Waiver Is Unenforceable: If a court decides that the class action waiver in Section 14.3 cannot be enforced as to a particular claim or request for relief, then that claim or request (and only that claim or request) must be severed and brought in a court of competent jurisdiction under Section 15, after all individual claims have been resolved in arbitration, and the remaining claims will be arbitrated.

14.8. Time Limit for Claims: To the extent permitted by applicable law, any Dispute must be brought (by delivery of a notice under Section 14.0) within one (1) year after the claim arises; otherwise the claim is permanently barred.

14.9. Changes to This Section: If we make a material change to this Section 14, the change will not apply to any Dispute of which either party had given notice under Section 14.0 before the change took effect.

15. Governing Law & Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. You agree that any legal action or proceeding arising under these Terms that is not subject to arbitration shall be brought exclusively in the state or federal courts located in the State of Delaware, and you hereby consent to the personal jurisdiction and venue therein.

16. General Provisions

16.1. Severability: If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

16.2. Entire Agreement: These Terms, together with our Privacy Policy, Security Statement, the Beta Test Agreement (if you participate in a beta program), and any other legal notices published by us on the Service, constitute the entire agreement between you and Nexture AI LLC concerning the Service. During any beta test period, the Beta Test Agreement controls over these Terms to the extent of any conflict concerning the beta software, except that Section 14 (Dispute Resolution) and Section 15 (Governing Law & Jurisdiction) of these Terms govern every Dispute, including any Dispute arising under the Beta Test Agreement.

16.3. Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms at any time without notice to you.

16.4. Force Majeure: We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control.

16.5. No Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.6. Notices: We may provide notices to you by posting them on the Service, by email to the address associated with your account, or by other means.

16.7. Electronic Communications: By using the Service, you consent to receive communications from us electronically, including via email and in-app notifications. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing, in accordance with the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and applicable state laws.

16.8. Changes to These Terms: We may change these Terms from time to time. When we do, we will post the revised Terms on this page and update the Effective Date at the top. If a change is material, we will also notify you by email or by a prominent notice in the Service before it takes effect, and we will ask you to review and accept the revised Terms before you continue to use the Service; if you do not accept them, you may stop using the Service and close your account as described in Section 9.1. We record each acceptance, including the version accepted and when. A change does not apply retroactively to a Dispute of which either party gave notice before the change took effect (see Section 14.9). Non-material changes (for example, clarifications or corrections that do not reduce your rights) take effect when posted.

17. Service Modifications

We reserve the right to modify, update, or discontinue any part of the Service at any time. For material changes that significantly reduce the functionality you are paying for, we will provide at least thirty (30) days' prior notice via email or in-app notification. If you do not agree with such changes, you may terminate your account and receive a refund of your unused Credit balance and a pro-rata refund of any prepaid recurring or subscription fees for the affected period.

18. Accessibility

We design and test the Service against the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA. Our current conformance status, the measures we enforce, the limitations we have identified, and the process for reporting an accessibility barrier or requesting content in an alternative accessible format are set out in our Accessibility Statement, which is incorporated into these Terms by reference.

If you encounter a barrier that prevents you from accessing any material function of the Service, contact [email protected] with "Accessibility" in the subject line. We will acknowledge your report and work with you to provide access to the affected functionality, including by providing an accessible alternative where remediation will take time.

Nothing in this section creates any warranty beyond those expressly stated in these Terms, and nothing in these Terms limits any right you may have under applicable accessibility or disability law.

19. Contact Information

If you have any questions about these Terms, please contact us at: