Terms & Conditions

01Acceptance of these Terms

These Terms and Conditions (the "Terms") form a binding agreement between Nextio Technologies, Inc., a Delaware corporation with offices at 548 Market Street, Suite 300, San Francisco, CA 94104 ("Nextio", "we", "us"), and the person or entity that accesses or uses the Nextio websites, applications, APIs and related services (together, the "Services") ("Customer" or "you").

By creating an account, clicking to accept, signing an order form that references these Terms, or using the Services, you agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. If you do not agree, do not use the Services.

Where you and Nextio have signed a separate master subscription agreement or enterprise agreement, that agreement prevails over these Terms to the extent of any conflict.

02Definitions

• "Authorized User" means an employee, contractor or agent of Customer whom Customer permits to access the Services under Customer's account.
• "Connected Source" means any third-party system, database, data warehouse, application or file that Customer connects to the Services, such as Postgres, Snowflake, BigQuery, Google Drive, Notion, HubSpot, Salesforce, Stripe, Slack, Jira, uploaded files or REST APIs.
• "Customer Data" means all data, content and information that Customer or its Authorized Users submit to, or that the Services retrieve from Connected Sources on Customer's behalf, including Inputs and Outputs.
• "Input" means any question, instruction, prompt, file or other content submitted to an AI feature of the Services. "Output" means content generated by the Services in response to an Input, including answers, charts, tables, summaries, briefs and proposed actions.
• "Agent" means an AI-driven assistant within the Services, including pre-built agents and custom agents configured in Agent Studio.
• "Order Form" means an ordering document or online checkout specifying the plan, seats, fees and subscription term purchased by Customer.
• "Documentation" means Nextio's then-current user guides, help-center articles and security documentation for the Services.

03Accounts & workspaces

To use the Services you must register for an account and create a workspace. You agree to provide accurate and complete registration information and to keep it up to date. You must be at least 18 years old and use a business email address you are authorized to use.

You are responsible for all activity that occurs under your account and workspace, including the actions of Authorized Users and Agents configured by them. You will (a) keep credentials confidential and require Authorized Users to do the same; (b) promptly remove access for users who no longer need it; (c) configure roles, source permissions and Agent scopes appropriately for your organization; and (d) notify us without undue delay at security@nextio.ai if you become aware of any unauthorized access.

Seats are assigned to named individuals and may not be shared, although you may reassign a seat when a user permanently leaves your organization. Viewer accounts that only read shared boards and briefs do not require a paid seat.

04Customer Data & connected sources

4.1 Ownership

As between the parties, Customer retains all right, title and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to Nextio.

4.2 Licence to Nextio

Customer grants Nextio a worldwide, non-exclusive, limited licence to access, host, copy, process, transmit and display Customer Data solely as necessary to provide, secure and support the Services for Customer, to prevent or address technical or security issues, and as otherwise instructed by Customer in writing or through its configuration of the Services.

4.3 Connected Sources

When you connect a source, you authorize Nextio to access it using the credentials, tokens or service accounts you supply, within the scopes you grant. You represent that you have all rights, consents and permissions required to connect each source and to allow the Services to process its data. Your use of each Connected Source remains subject to the terms of its provider, and Nextio is not responsible for the availability, accuracy or behaviour of any Connected Source.

The Services are designed to respect the access controls of Connected Sources, so that an Authorized User can only see information through Nextio that they are permitted to see in the underlying source. Permission synchronisation may be subject to short delays as described in the Documentation, and Customer remains responsible for maintaining correct permissions in its Connected Sources.

4.4 Data processing agreement

To the extent Customer Data includes personal data, Nextio processes it as a processor (or service provider) on Customer's behalf under our Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference. The DPA includes the EU Standard Contractual Clauses and the UK International Data Transfer Addendum where applicable.

4.5 Data residency

Customer may select the EU (Frankfurt) or US (Virginia) hosting region for each workspace. Nextio will store Customer Data at rest in the selected region, subject to the subprocessor disclosures described in Section 7 and the limited exceptions set out in the DPA.

05AI features & output

The Services use machine learning and large language models to interpret Inputs, plan and run queries, and generate Outputs. Because of the probabilistic nature of these technologies:

• Outputs may be inaccurate, incomplete, out of date or inconsistent, even when they cite sources, and may not reflect the most recent state of a Connected Source.
• Similar Inputs may produce different Outputs.
• Outputs are not professional advice, including financial, legal, tax, accounting, medical or investment advice.

You are responsible for evaluating Outputs, including by reviewing cited sources and underlying queries, before relying on them or sharing them, and for any decisions or actions you take based on Outputs. As between the parties and subject to these Terms, Customer owns Outputs, and Nextio assigns to Customer any rights it may have in Outputs.

5.1 Agent actions

Certain Agents can take actions in Connected Sources, such as posting messages, creating tickets or updating records, if you grant them write scopes. Write scopes are disabled by default. You are responsible for the scopes you grant, for configuring approval steps where appropriate, and for actions taken by Agents you have authorized.

06No training on Customer Data

Nextio contractually requires each third-party model provider it uses to (a) process Customer Data solely to return results to Nextio, (b) not use Customer Data to train or improve its models, and (c) not retain Customer Data beyond what is strictly necessary to deliver the response, subject to zero-data-retention terms where available.

Nextio may collect and use aggregated, de-identified usage metrics that do not contain Customer Data and do not identify Customer or any individual (for example, counts of questions asked or latency figures) to operate and improve the Services. Nextio will only use specific examples of Customer Data to improve the Services if Customer explicitly opts in, for example by submitting a feedback report with an attached conversation.

07Subprocessors & third-party services

Nextio uses carefully selected subprocessors, such as cloud infrastructure and AI model providers, to deliver the Services. A current list of subprocessors, their location and purpose is available in our Privacy Policy. Nextio will give at least 30 days' notice of any new subprocessor that will process Customer Data, by email or in-app notice to workspace administrators, and Customer may object as described in the DPA.

Nextio remains responsible for the acts and omissions of its subprocessors to the same extent it would be liable if performing the services directly. Third-party integrations, marketplace agents or services that Customer chooses to enable and that are not provided by Nextio are governed by their own terms, and Nextio is not responsible for them.

08Subscriptions, fees & billing

8.1 Plans and trials

The Services are offered on subscription plans (currently Starter, Business and Enterprise) as described on our pricing page or in an Order Form. Free trials last 14 days unless otherwise stated. At the end of a trial, your workspace will move to read-only mode unless you choose a paid plan. We may change or discontinue trial offers at any time.

8.2 Fees and payment

You agree to pay all fees specified in your plan or Order Form. Unless otherwise agreed, fees are billed in advance, monthly or annually, and are payable in U.S. dollars or euros. Card payments are charged automatically; invoiced amounts are due within 30 days of the invoice date. Overdue amounts may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law, and we may suspend the Services after 15 days' written notice of non-payment.

8.3 Seats and usage

Fees are based on the number of paid seats and, where applicable, usage limits. If you add seats or exceed usage limits during a term, we will charge a prorated fee for the remainder of the term. Seat reductions take effect at the next renewal. "Unlimited" usage is subject to reasonable fair-use limits described in the Documentation.

8.4 Renewal and cancellation

Subscriptions renew automatically for successive periods equal to the initial term unless either party gives notice of non-renewal before the end of the current term (at least 30 days before for annual Enterprise agreements). You can cancel self-serve plans at any time in workspace settings; cancellation takes effect at the end of the current billing period. Except as required by law or expressly stated in these Terms, fees are non-refundable.

8.5 Price changes and taxes

We may change prices for the Services with at least 30 days' notice, effective at your next renewal. Fees exclude taxes, and you are responsible for all applicable sales, use, VAT, GST and similar taxes, other than taxes on Nextio's net income.

09Acceptable use

You will not, and will not permit anyone else to:

• use the Services in violation of any applicable law or regulation, or to infringe or misappropriate the rights of others;
• connect sources or upload data that you do not have the right to process, or use the Services to process special categories of personal data or protected health information except under a separate written agreement (such as a BAA) with Nextio;
• attempt to bypass or probe the security, permission or rate-limiting controls of the Services, or access data you are not authorized to access;
• use the Services or Outputs to develop a competing product, or to train or improve any AI model that competes with the Services;
• reverse engineer, decompile or attempt to derive the source code or model weights of the Services, except to the extent such restriction is prohibited by law;
• use the Services to generate content that is unlawful, defamatory, harassing or deceptive, or to make fully automated decisions that produce legal or similarly significant effects on individuals without appropriate human review;
• introduce malware, overload the Services, or interfere with other customers' use of the Services; or
• resell, sublicense or provide the Services to third parties except as expressly permitted in an Order Form.

We may suspend access to the extent reasonably necessary to address a violation of this section or a threat to the security or integrity of the Services, and will notify you and restore access promptly once the issue is resolved.

10Intellectual property

Nextio and its licensors own all rights, title and interest in and to the Services, Documentation, Nextio's models, software, designs and trademarks, and any improvements to them. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer. Subject to these Terms and payment of applicable fees, Nextio grants Customer a non-exclusive, non-transferable right during the subscription term to access and use the Services for its internal business purposes.

Custom Agents, instructions, metric definitions, boards and briefs you create are Customer Data and belong to you, although the underlying Agent Studio and platform functionality remain Nextio's. If you send us suggestions or feedback, we may use them without restriction or obligation, provided that we do not identify you or disclose your Confidential Information.

11Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, pricing, product roadmaps and security documentation. Confidential Information does not include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction, is independently developed, or is rightfully received from a third party without a duty of confidentiality.

The recipient will use the discloser's Confidential Information only to perform under these Terms, protect it using at least reasonable care, and disclose it only to its employees, contractors and advisers who need to know it and are bound by obligations at least as protective. The recipient may disclose Confidential Information if required by law, after giving reasonable notice (where legally permitted) so the discloser can seek a protective order.

12Security

Nextio maintains an information security program with administrative, technical and physical safeguards designed to protect Customer Data, as described in our security documentation. These include encryption of Customer Data in transit (TLS 1.2+) and at rest (AES-256), single sign-on and SCIM support, role-based access controls, logical tenant isolation, audit logging, vulnerability management, annual third-party penetration testing and independent SOC 2 Type II and ISO/IEC 27001 audits.

Nextio will notify Customer without undue delay, and in any event within 48 hours, after becoming aware of a security incident that results in unauthorized access to Customer Data, and will provide information reasonably required for Customer to meet its own notification obligations. Customer is responsible for securing its own systems, credentials and Connected Sources.

13Term & termination

These Terms remain in effect for as long as you use the Services or have an active subscription. Either party may terminate these Terms or an Order Form for cause if the other party materially breaches them and fails to cure the breach within 30 days of written notice, or immediately if the other party becomes insolvent or subject to bankruptcy proceedings.

On termination or expiry: (a) your right to use the Services ends; (b) you will pay any fees accrued up to the termination date; (c) for 30 days you may export Customer Data using the self-serve export tools or by contacting support, after which Nextio will delete Customer Data from production systems within 30 days and from backups within 90 days, unless retention is required by law. If you terminate for Nextio's uncured material breach, we will refund any prepaid fees for the remainder of the term.

Sections that by their nature should survive termination — including those on fees owed, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification and governing law — will survive.

14Warranties & disclaimers

Nextio warrants that, during the subscription term, (a) the Services will perform materially in accordance with the Documentation and (b) Nextio will not materially decrease the overall security of the Services. Your exclusive remedy for breach of this warranty is for Nextio to use reasonable efforts to correct the non-conformity or, if it cannot do so, for either party to terminate the affected subscription and for Nextio to refund prepaid fees for the remaining term.

Except as expressly stated in these Terms, the Services, Outputs and Documentation are provided "as is" and "as available". To the maximum extent permitted by law, Nextio disclaims all other warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy, and any warranty that the Services or Outputs will be error-free, uninterrupted or free of harmful components. Beta or preview features are provided without any warranty and may be changed or discontinued at any time.

15Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, goodwill or data, or business interruption, arising out of or relating to these Terms, even if advised of the possibility of such damages.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed the amounts paid and payable by Customer to Nextio for the Services in the twelve (12) months preceding the event giving rise to the claim, or one hundred U.S. dollars (US$100) if no fees were payable.

These limitations do not apply to (a) Customer's payment obligations, (b) a party's indemnification obligations, (c) a party's breach of its confidentiality obligations (excluding breaches involving Customer Data, which are subject to the cap above or any enhanced cap agreed in an Order Form), or (d) liability that cannot be limited under applicable law, such as liability for fraud, gross negligence or wilful misconduct.

16Indemnification

Nextio will defend Customer against any third-party claim alleging that the Services, as provided by Nextio, infringe that party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Data, Connected Sources, combinations with items not provided by Nextio, or use of the Services in breach of these Terms.

Customer will defend Nextio against any third-party claim arising from Customer Data, Customer's Connected Sources, or Customer's use of the Services in breach of Section 9, and will pay damages finally awarded or agreed in settlement. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement, and provide reasonable cooperation.

17Governing law & disputes

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The courts located in San Francisco County, California will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to their jurisdiction. If Customer is domiciled in the European Economic Area, Switzerland or the United Kingdom, these Terms are instead governed by the laws of Ireland and the courts of Dublin will have exclusive jurisdiction.

Before filing a claim, each party agrees to try to resolve the dispute informally by contacting the other party and negotiating in good faith for at least 30 days. Either party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18Changes to these Terms

We may update these Terms from time to time to reflect changes to the Services, the law or our business. If we make material changes, we will notify workspace administrators by email or in-app notice at least 30 days before the changes take effect, unless the changes are required sooner by law. Changes will not apply retroactively. For customers on a fixed-term Order Form, material changes take effect at the next renewal. If you continue to use the Services after changes take effect, you accept the updated Terms; if you do not agree, you may stop using the Services and cancel your subscription.

19General provisions

• Assignment. Neither party may assign these Terms without the other's prior written consent, except to an affiliate or a successor in a merger, acquisition or sale of substantially all of its assets, with notice.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, excluding payment obligations.
• Export and sanctions. Each party will comply with applicable export control and sanctions laws. You will not use the Services in, or make them available to persons in, embargoed countries.
• Publicity. Nextio may identify Customer as a customer by name and logo unless Customer opts out by emailing legal@nextio.ai.
• Notices. Notices to Nextio must be sent to legal@nextio.ai with a copy to our postal address. Notices to Customer may be sent to the email address of the account owner.
• Entire agreement. These Terms, together with the DPA, any Order Forms and policies referenced here, are the entire agreement between the parties on their subject matter. If any provision is unenforceable, the rest remains in effect. A waiver of any right must be in writing.
• Independent contractors. The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture or agency relationship.

20Contact us

Questions about these Terms? We're happy to help.

Nextio Technologies, Inc.
Attn: Legal
548 Market Street, Suite 300
San Francisco, CA 94104, United States
Email: legal@nextio.ai

EU representative: Nextio Technologies B.V., Keizersgracht 241, 1016 EA Amsterdam, the Netherlands.