End-User License Agreement

1. Acceptance of EULA & Terms

BY CREATING AN ACCOUNT, ACCESSING, OR USING NEXUS AI CODING'S SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS EULA IN ITS ENTIRETY.

This End-User License Agreement (EULA) is a comprehensive, legally binding contract between you and Nexus AI Coding ("we," "our," "us," "Nexus AI") that governs your access to and use of our AI-powered code generation platform, website (nexus-ai.nexus), APIs, software, documentation, and all related services (collectively, "Services").

This EULA integrates and supersedes all prior agreements and constitutes the complete agreement for your use of the Services, including our Terms of Service, Privacy Policy, and Return & Refund Policy.

If you do not agree to this EULA, you must immediately discontinue use of the Services and request account deletion by emailing [email protected].

2. Definitions

• Service(s): The Nexus AI Coding platform, website, API, software, tools, documentation, and all related products and services we provide.
• User/You: Any individual or legal entity accessing or using the Services.
• Subscription: A recurring subscription to the Services with a monthly or annual billing period, including an included monthly credit allowance.
• Credits: Usage-based consumption units representing billable service consumption (e.g., one code generation request, one API call). Credits are NOT stored monetary value.
• Credit Allowance: The monthly allocation of billable units included with your subscription tier.
• AI Output: Code, suggestions, documentation, and other content generated by our AI models in response to your prompts.
• User Content: Code, prompts, files, data, and other content you submit to the Services.
• Payment Processors: Third-party services (Stripe, PayPal, Whop, Authorize.Net, Paddle, and Dodo Payments acting as Merchant of Record where indicated at checkout) that process payments on our behalf.
• Effective Date: November 3, 2025. This EULA is updated as of November 4, 2025.

3. License Grant & Limited Use

Subject to your compliance with this EULA and payment of all applicable fees, Nexus AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes.

License Restrictions: You may NOT:

• Reverse engineer, decompile, disassemble, or extract our AI models, algorithms, or proprietary technology
• Resell, sublicense, or provide access to the Services to third parties without written authorization
• Use the Services to create competing products or services
• Copy, modify, or create derivative works of our platform software
• Use automated tools (bots, scrapers) to access the Services without authorization
• Share your account credentials with others (except authorized enterprise team members)

License Termination: This license terminates immediately upon termination of your account or breach of this EULA.

4. Subscription & Billing Model (Usage-Based)

How Subscriptions Work:

• Monthly or annual billing: Subscriptions renew automatically on your billing anniversary.
• Monthly credit allowance: Your subscription tier includes a specific number of billable units (credits) per month.
• Payment authorization: You authorize us and our Payment Processors to charge your payment method on file for renewal fees, taxes, and overage charges.
• Price changes: We may modify pricing with 30 days' advance notice. Continued use constitutes acceptance.
• Automatic renewal: Subscriptions automatically renew unless you cancel before the renewal date.

Cancellation & Downgrade:

• Cancel anytime through your account settings or by emailing [email protected].
• Cancellation takes effect at end-of-month; you retain access until then.
• No refunds for the current billing period (you are charged for the full month).
• Downgrade to a lower tier is effective the next billing cycle (no refund for current month).

Current Pricing Tiers (subject to change): Starter ($5, 250 credits) • Pro ($10, 600 credits) • Standard ($49, 3,500 credits) • Professional ($79, 6,000 credits) • Enterprise ($89, 6,500 credits) • Ultimate ($109, 9,000 credits).

5. Credits & Real-Time Usage Model

Credits Are NOT Stored Value: Your credits represent a usage meter for billing, not prepaid currency held in an account.

How Credits Work:

• Real-time consumption: Credits are consumed immediately when you make API requests or generate code.
• Monthly allowance: Your monthly allocation resets on the first day of each billing cycle.
• No carryover: Unused credits from one month do NOT roll into the next month.
• Overage charges: If you exceed your monthly allowance, you are charged for overage credits at your tier rate.
• Monthly expiration: Credits from any given month expire at month-end and are forfeited.
• 12-month account expiration: If your account is inactive for 12 months, all remaining credits are deleted.
• No cash value: Credits cannot be redeemed for money, refunded as cash, or exchanged for payment.

Usage Tracking: Your usage and credit consumption are tracked in real-time and visible in your account dashboard. You are responsible for monitoring your usage.

Fair Use Policy: We reserve the right to restrict or suspend accounts that exhibit abnormal usage patterns (excessive API calls, automated abuse, etc.) to ensure service quality for all users.

6. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in compliance with this EULA and all applicable laws.

Prohibited Activities: You must NOT use the Services to:

• Generate code for illegal systems, malware, viruses, exploits, ransomware, or hacking tools
• Create content designed to harm, exploit, harass, stalk, abuse, threaten, deceive, or defraud others
• Attempt unauthorized access to our systems, networks, or accounts
• Engage in fraud, money laundering, tax evasion, or financial crimes
• Develop surveillance systems, stalkerware, keyloggers, or invasive tracking tools
• Engage in discrimination, harassment, or hate speech
• Violate third-party intellectual property, privacy, or confidentiality rights
• Generate CSAM, child exploitation material, or content involving minors
• Overload, crash, or interfere with our infrastructure or services
• Impersonate others, provide false information, or engage in fraud

Consequences: Violations may result in immediate account suspension, termination, forfeiture of all credits and data, reporting to authorities, and legal action.

7. Intellectual Property & Ownership

Your Content: You retain all ownership rights to User Content (code, prompts, files) you submit. You grant us a worldwide, non-exclusive, royalty-free license to use your content to provide, maintain, and improve the Services.

AI Output: You own AI Output generated for you, subject to:

• AI Output may be similar to output generated for other users
• We retain rights to our AI models, algorithms, and training data
• You may not claim exclusive ownership of generic or common code patterns
• Third-party code in AI Output remains subject to original licenses

Our Intellectual Property: The Services, platform, software, APIs, AI models, algorithms, documentation, branding, and all related IP are owned exclusively by Nexus AI. You may not copy, reverse engineer, decompile, or exploit our IP without written authorization.

Feedback: Any feedback or suggestions you provide grants us a perpetual, irrevocable, royalty-free right to use, modify, and incorporate them into our Services.

8. Payments & Payment Processor Terms (including Dodo Payments)

We use the following third-party Payment Processors: Stripe, PayPal, Authorize.Net, Paddle, Whop, and Dodo Payments. By using the Services and selecting a given checkout option, you agree to comply with each applicable processor's terms of service and policies.

Dodo Payments as Merchant of Record:

• Where indicated on the checkout page, certain transactions are processed by Dodo Payments as the Merchant of Record.
• In those cases, Dodo Payments is responsible for securely processing your payment and remitting funds to us, and Dodo Payments may appear as the billing descriptor on your card or bank statement.
• Refunds that we approve for these transactions are initiated by Nexus AI but processed and executed by Dodo Payments back to your original payment method. Typical refund visibility in your account may take several business days after Dodo Payments has processed the refund.

Payment Authorization:

• You authorize us and our Payment Processors (including Dodo Payments, where applicable) to charge your payment method for all subscription fees, overage usage, taxes, and any other charges incurred under your account.
• You authorize our Payment Processors to store your payment method details in tokenized form for recurring billing and future authorized charges.
• You acknowledge and agree that, for transactions processed via Dodo Payments, your contractual payment relationship for processing and settlement is also subject to Dodo Payments’ applicable terms, policies, and regulatory responsibilities.

Payment Card Security (PCI DSS Level 1):

• We do NOT store full credit card numbers (PANs) on our servers.
• All payment card data is handled via secure, tokenized flows provided by our Payment Processors, who maintain PCI DSS Level 1 or equivalent certifications.
• Your payment card data is encrypted in transit and is processed on infrastructure controlled by our Payment Processors.

Payment Processor Fees (Non-Refundable):

• Each Payment Processor (including Dodo Payments) charges transaction fees at the time of purchase.
• These processor fees are generally non-refundable unless required by law or by the processor’s own policies.
• When we approve a refund, we typically refund only the underlying transaction amount net of non-refundable processor fees, unless applicable law or the relevant Payment Processor requires returning those fees as well.

Refund Execution & Timing (including Dodo Payments):

• When a refund is approved, we instruct the relevant Payment Processor (for example, Dodo Payments when it was the Merchant of Record on the transaction) to process the refund back to your original payment method.
• The Payment Processor controls final routing and timing. In practice, this commonly takes several business days, and in some cases up to 7–10 business days, depending on your bank or payment provider’s internal processing timelines.
• We are not responsible for delays caused by banks, card networks, or Payment Processors, provided we have correctly submitted the refund instruction.

Failed Payments:

• If a renewal payment fails, we may retry the charge, request you to update your payment method, suspend your access, downgrade your plan, or terminate your account after repeated failures.
• You remain responsible for all amounts due, including any fees, chargeback amounts, and reasonable collection costs.

Billing Disputes: If you believe you were incorrectly charged, you must contact [email protected] within 30 days of the charge and provide supporting evidence. We will investigate and respond within 5–10 business days.

9. Refunds & Cancellation Policy

General Rule: All purchases are final and non-refundable except as specified herein and in our standalone Return & Refund Policy.

Subscription Fees: Non-Refundable

• Subscription fees are non-refundable once paid.
• No prorated refunds are issued for cancellation mid-cycle.
• No refunds are provided for lack of use or dissatisfaction with AI Output.
• Cancellation is free and takes effect at the end of the current billing period.

AI Credits: Non-Refundable by Default

• Consumed credits cannot be refunded because the corresponding service has already been delivered.
• Unconsumed credits expire at month-end and are forfeited.
• Credits cannot be transferred, sold, or gifted.
• No refunds are provided for credits purchased but not used, except in narrow exceptional cases described in our Return & Refund Policy.

How to Request Refund: Email [email protected] within 30 days with detailed evidence. We will investigate within 5–10 business days and respond with approval or denial. If approved, we instruct the relevant Payment Processor (such as Dodo Payments if it processed your transaction) to execute the refund back to your original payment method.

Refund Processing: Approved refunds are issued to your original payment method by the Payment Processor. Typical timing is several business days, and may take up to 7–10 business days depending on your bank or payment provider.

10. Chargebacks, Disputes & Collections

Chargeback Consequences: If you file a chargeback or payment dispute without first attempting to resolve the issue with us in good faith:

• Immediate suspension or termination of your account and access to the Services.
• Forfeiture of all Credits, AI Output, and associated account data.
• Permanent ban from creating or using future Nexus AI accounts.
• Collections: We may seek to recover the disputed amount, processor chargeback fees, and reasonable collection or legal costs.

Legitimate Dispute Process:

1. Contact [email protected] with a detailed explanation of the issue, transaction information, and supporting evidence.
2. We will investigate and respond within 5–10 business days.
3. If the dispute is legitimate (e.g., unauthorized transaction, clear billing error, or service failure attributable to us), we will issue a correction or refund through the relevant Payment Processor (including Dodo Payments, if applicable).
4. If we cannot resolve the matter, you may then escalate through your bank or Payment Processor’s dispute process.
5. Only after good-faith resolution attempts should you initiate a formal chargeback.

This process aligns with standard card-network and Payment Processor expectations and helps protect both you and us from unnecessary account disruptions.

11. Privacy & Data Protection

Your use of the Services is governed by our comprehensive Privacy Policy (available at /privacy-policy). This section summarizes key privacy points; refer to the full Privacy Policy for complete details.

Information We Collect: Account data, code/content, payment information, usage/technical data, cookies/tracking, and AI training data (if opted in).

How We Use Information: Service delivery, account management, payment processing, fraud prevention, analytics, and improvement of our Services.

AI Training & Data Usage:

• Your User Content may be used to train and improve our AI models in aggregated or de-identified form.
• You can opt out of training usage via privacy settings in your account dashboard, subject to the limitations described in the Privacy Policy.

Payment Processor Data (including Dodo Payments):

• We share necessary payment information (such as your name, email, billing address, transaction amount, and limited identifiers) with our Payment Processors to process payments, manage refunds, and handle disputes.
• Payment Processors, including Dodo Payments when acting as Merchant of Record, process your payment data under their own privacy policies and regulatory obligations. You should review those policies for further details.

Data Retention: We retain personal information only as long as necessary for the purposes described in our Privacy Policy, for legal and regulatory compliance, and to enforce this EULA.

Your Privacy Rights: Depending on your location, you may have rights to access, correct, delete, port, and object to certain processing of your personal data. Our Privacy Policy explains how to exercise those rights.

12. Warranties, Disclaimers & Limitation of Liability

YOUR REPRESENTATIONS & WARRANTIES: You represent that:

• You have authority to enter into this EULA.
• All information you provide is accurate and complete.
• You comply with all applicable laws and this EULA.
• Your use does not infringe third-party rights.
• You will not use the Services for prohibited activities.

DISCLAIMER OF WARRANTIES: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEXUS AI DISCLAIMS ALL WARRANTIES, INCLUDING:

• Implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title.
• Warranties that the Services will be uninterrupted, error-free, or secure.
• Warranties regarding accuracy, reliability, quality, or suitability of AI Output.
• Warranties of performance, uptime, or availability.

AI OUTPUT DISCLAIMER: AI Output may contain errors, security vulnerabilities, or inaccuracies. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, TESTING, VALIDATING, AND VERIFYING ALL AI OUTPUT BEFORE USING IT IN PRODUCTION OR OTHER SENSITIVE CONTEXTS.

LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY LAW, NEXUS AI AND ITS AFFILIATES WILL NOT BE LIABLE FOR:

• Indirect, incidental, consequential, special, exemplary, or punitive damages.
• Lost profits, lost revenue, lost data, business interruption, or loss of goodwill.
• Damages arising from errors or vulnerabilities in AI Output.
• Damages resulting from unauthorized access or third-party conduct.

AGGREGATE LIABILITY CAP: Our total aggregate liability for all claims arising out of or related to the Services will not exceed the greater of: (A) the total fees you paid to us in the 12 months preceding the event giving rise to the claim, or (B) $100 USD.

INDEMNIFICATION: You agree to defend, indemnify, and hold us harmless from all third-party claims, damages, and expenses arising out of your use of the Services, your User Content, or your violation of this EULA or applicable law.

13. Suspension & Termination

Your Right to Terminate: You may terminate this EULA and close your account at any time by ceasing use and emailing [email protected] to request deletion. Termination does not relieve you of your obligation to pay any outstanding fees.

Our Right to Suspend or Terminate: We may immediately suspend or terminate your account if:

• You breach this EULA or applicable laws.
• You engage in fraud, abuse, illegal, or harmful activities.
• You use the Services for prohibited activities.
• Your account presents security, fraud, or compliance risks to us or to any Payment Processor (including Dodo Payments).
• You fail to pay fees when due, or your payment method is repeatedly declined.
• We are required to do so by law, court order, or Payment Processor directive.
• We decide to discontinue the Services or materially alter our business operations.

Effect of Termination:

• Your license to use the Services terminates immediately.
• We may delete or anonymize your data, subject to legal and regulatory retention obligations.
• All unpaid fees become immediately due and payable.
• Unused Credits are forfeited without refund.

No Liability for Termination: We will not be liable for any losses or damages arising from suspension or termination of your access to the Services, provided such action was taken in accordance with this EULA.

14. Dispute Resolution & Arbitration

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.

Informal Resolution (30 days): Before filing formal claims, you agree to first contact [email protected] and attempt to resolve the dispute informally for 30 days.

Binding Arbitration: If informal resolution fails, disputes will be resolved through binding individual arbitration conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except that:

• Either party may bring individual claims in small claims court if eligible.
• Either party may seek injunctive relief in court to protect intellectual property rights.

CLASS ACTION WAIVER: YOU AND NEXUS AI WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS OR CLASS-WIDE ARBITRATION. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

Arbitration Procedure: Arbitration will be conducted by remote videoconference or in San Francisco, California, unless otherwise agreed. The arbitrator will apply California law and may award any relief that would be available in court, consistent with this EULA. The arbitrator’s decision is final and binding.

Costs: Each party will bear its own attorney fees. Nexus AI will pay AAA filing fees for claims under $10,000 unless the arbitrator finds the claims frivolous or brought in bad faith.

JURY TRIAL WAIVER: YOU AND NEXUS AI WAIVE THE RIGHT TO A JURY TRIAL.

Opt-Out: You may opt out of this arbitration provision by sending written notice to [email protected] within 30 days of first accepting this EULA.

Governing Law: This EULA is governed by the laws of the State of California, without regard to conflict of law principles, except where applicable law requires otherwise.

15. Contact Information & Support

General Inquiries: [email protected]

Billing & Refunds: [email protected]

Security Issues: [email protected]

Privacy & Data: [email protected]

Legal & Disputes: [email protected]

Website: nexus-ai.nexus

Related Documents:
Terms of Service • Privacy Policy • Return & Refund Policy • Data Processing Agreement