Terms of Service

These terms are an agreement between Nexward LLC ("Nexward", "we") and the organization that creates an account or uses the Service ("Customer", "you"). The "Service" means the Nexward dashboard, API, and software development kit (SDK). By creating an account or using the Service, you agree to these terms and confirm that you are authorized to accept them on behalf of your organization. Our Privacy Policy explains how we handle information.

1. Early-access features

Features we label early access or beta may change, be added, or be removed. The Service is provided without a service-level commitment unless an order form says otherwise. We will give reasonable notice before changes that materially reduce functionality you rely on.

2. Accounts and API keys

• You must provide accurate account information and use the Service for business purposes. Users must be at least 18.
• You are responsible for activity under your accounts and API keys. Keep API keys secret, store them only in server-side systems, and revoke any key you believe is exposed.
• Each user should have their own account. Assign roles (owner, admin, developer, viewer) according to what each person needs.

3. How the Service works, and your responsibilities

• The Service evaluates actions that your systems send to it and returns a decision: allow, block, or require approval. It protects only actions that are routed through the SDK or API. Actions your agents can perform without going through Nexward are not protected.
• You decide which actions to protect, the policies that apply, and who may approve actions. Approvals you grant are your decisions.
• By design, the Service fails closed: if it cannot reach a decision (for example, because of a timeout, misconfiguration, or outage), the protected action does not run, unless you have configured otherwise for a specific low-risk tool. You are responsible for designing your systems to handle blocked or delayed actions.
• Nexward Advisory (AI incident analysis) is optional, generated by AI, and informational only. It never approves actions or changes decisions. Review it before acting on it.

4. Acceptable use

You will not, and will not allow others to:

• use the Service for anything unlawful, or to harm others;
• attempt to access another customer's data, probe or circumvent the Service's security, or disrupt or overload it (security research requires our prior written permission; contact privacy@nexward.ai);
• send the Service data it is not designed for, including protected health information, payment card data, or government identifiers, unless we have agreed in writing;
• resell the Service or use it to build a competing product.

5. Your data

You own the data you submit to the Service ("Customer Data"). You grant us permission to process Customer Data only as needed to provide, secure, and support the Service, as described in our Privacy Policy. You are responsible for having the rights and notices needed to send Customer Data to us. We may use aggregated information that does not identify you or any individual (for example, total decision counts) to operate and improve the Service. We do not use Customer Data to train AI models.

6. Plans, fees, and payment

6.1 Plans. The Service is offered on a free plan (Developer), on paid plans (currently Team and Scale) described at nexward.ai/pricing, and on Enterprise terms agreed in a separate order form. The price, included usage, and limits shown when you subscribe apply to your subscription. If an order form conflicts with these terms, the order form controls.

6.2 Protected actions. Usage is measured in protected actions: each unique action (one action ID per application) that the Service evaluates and returns a decision for (allow, block, or require approval), in any environment. Retries of the same action ID and approval redemptions are not counted again. Nexward's records of protected actions are used for billing, and you can see your usage in the dashboard.

6.3 Free plan. Developer is free, for development applications only, with the monthly allowance and limits shown on the pricing page. If an organization on Developer exceeds twice its monthly allowance, the Service returns a block decision for its new actions until the next calendar month (UTC) or until it upgrades. We email owners and admins when the organization reaches 80%, 90%, and 100% of its allowance. An organization that leaves a paid plan is not blocked under this rule for the rest of that calendar month and the following one.

6.4 Subscriptions and renewal. Paid plans are billed in advance, monthly or annually. Your subscription renews automatically for the same period at the then-current price unless you cancel before the renewal date. You can cancel at any time in the dashboard (Billing, then Manage billing). Cancellation takes effect at the end of the current billing period, and your paid plan stays active until then. Fees are non-refundable, including for partial periods, except where required by law or as stated in section 13.

6.5 Usage beyond the allowance. On paid plans, the Service never stops enforcing or blocks actions because you exceed your allowance. Protected actions beyond your monthly allowance are charged at your plan's published rate (currently US$0.20 per 1,000 on Team and US$0.10 per 1,000 on Scale). Usage is calculated per calendar month (UTC) and billed monthly in arrears. Annual plans include the monthly allowance in every month. If you change plans during a month, usage measured after the change uses the new plan's allowance and rate; amounts already billed are not adjusted.

6.6 Spending limit. Owners may set a monthly spending limit for usage charges in the dashboard. We will not charge usage beyond the limit for that month, and enforcement continues unchanged. We email owners at 80%, 90%, and 100% of the limit.

6.7 Plan changes. You can switch between paid plans and billing periods in the dashboard. Changes are prorated as shown when you confirm them. If you move to a plan with lower limits, existing applications and agents keep working, but you cannot add more beyond the new plan's limits.

6.8 Payment. Payments are processed by our payment provider, Stripe. You authorize us, through Stripe, to charge your payment method on file for subscription fees, usage charges, and applicable taxes when they are due. Keep your billing details current. If a payment fails, Stripe retries it, and your plan stays in effect during the retry period. If payment is not completed by the end of the retry period, your subscription ends and your organization moves to the Developer plan's limits. We never stop enforcing your policies because of non-payment. Amounts already due remain payable.

6.9 Taxes. Prices exclude taxes. You are responsible for sales, use, value-added, and similar taxes on your purchases, other than taxes on our income. Where we are required to collect a tax, we add it to your invoice.

6.10 Price changes. We may change prices or plan features with at least 30 days' notice by email to account owners. Changes apply from your next renewal; the price of an annual subscription does not change during its current term.

6.11 Billing questions. If you believe a charge is wrong, contact us at privacy@nexward.ai within 60 days of the invoice date. We will review it in good faith and correct any error.

7. Confidentiality

Each party will protect the other's non-public information with reasonable care and use it only for purposes of this agreement. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law (with notice to the other party where permitted).

8. Intellectual property and feedback

We own the Service and all related technology. These terms do not grant you rights beyond using the Service as described here. If you send us feedback, we may use it without obligation to you.

9. Third-party services

The Service relies on third-party providers listed in our Privacy Policy. If you enable an optional integration (such as Nexward Advisory), the related provider's processing is described in the Privacy Policy.

10. Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY LAW, NEXWARD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEXWARD IS ONE LAYER OF SECURITY AND DOES NOT GUARANTEE THAT EVERY HARMFUL ACTION WILL BE DETECTED OR PREVENTED, OR THAT THE SERVICE WILL BE UNINTERRUPTED. AI-GENERATED ANALYSIS IS PROVIDED FOR INFORMATION ONLY, WITHOUT ANY WARRANTY OF ACCURACY OR COMPLETENESS.

11. Limitation of liability

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AND (B) US$100. THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, A PARTY'S BREACH OF CONFIDENTIALITY, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

12. Indemnity

You will defend and indemnify Nexward against third-party claims arising from Customer Data, your use of the Service in breach of these terms, or the actions of your AI agents and systems.

13. Term, suspension, and termination

• These terms apply while you use the Service. You may stop using the Service and ask us to delete your organization at any time by emailing privacy@nexward.ai.
• We may suspend access immediately to protect the Service or other customers from harm, or if you materially breach these terms; we will tell you why where we can.
• We may discontinue the Service or end your access for convenience with 30 days' notice. If we do, we will refund prepaid fees for the unused part of your current billing period. On termination, you may request an export of your configuration and stored data within 30 days, after which we delete it as described in the Privacy Policy.
• Fees and usage charges incurred before termination remain payable.

14. Governing law and disputes

These terms are governed by the laws of the State of South Carolina, United States, without regard to conflict-of-law rules. Disputes will be resolved in the state or federal courts located in York County, South Carolina, and each party consents to their jurisdiction.

15. Changes to these terms

We may update these terms. We will post the new version here and update the effective date; for material changes we will notify account owners by email at least 30 days in advance. Continuing to use the Service after changes take effect means you accept them.

16. General

These terms, together with the Privacy Policy and any order form, are the entire agreement between the parties about the Service. If any provision is unenforceable, the rest remains in effect. Neither party may assign these terms without the other's consent, except in a merger or sale of substantially all assets. Failure to enforce a provision is not a waiver.

17. Contact

Nexward LLC, 149 Nims Spring Drive, Fort Mill, SC 29715, United States. Email: privacy@nexward.ai.