1. Definitions
For the purposes of these Terms, the following words have the meanings set out below:
"NEXEFII" means the legal entity NEXEFII LLC (a limited liability company formed in the State of Florida, United States, Florida Document Number L26000282400), with registered address at 12955 Biscayne Blvd, Suite 200, PMB 726, Miami, FL 33181, United States, responsible for operating, developing, and making the platform available.
"Platform" means the totality of software, interfaces, APIs, modules, and associated infrastructure operated by NEXEFII, including, without limitation, the NEXE Store, Master Control, and Smartbot modules.
"Customer" means the legal entity that has entered into a Commercial Agreement with NEXEFII and on whose behalf the Administrator accepts these Terms.
"Commercial Agreement" means the purchase order, service order, or subscription contract executed between the Customer and NEXEFII specifying plans, contracted modules, and financial terms.
"Administrator" means the individual designated by the Customer with legal authority to accept these Terms on behalf of the organization, configure the account, manage users, and bind the Customer to contractual obligations.
"End User" means any natural person authorized by the Customer or Administrator to access the Platform on the Customer's behalf.
"Customer Data" means all data, content, information, and materials submitted, transmitted, or stored on the Platform by the Customer, Administrator, or End Users.
"AUP" means the NEXEFII Acceptable Use Policy, incorporated into these Terms by reference.
"Subscription Term" means the active contractual period as defined in the Commercial Agreement.
2. The Service and Modules
During the Subscription Term and subject to payment of applicable fees, NEXEFII grants the Customer a non-exclusive, non-transferable, revocable right to access the Platform, limited to the modules and capabilities contracted under the Commercial Agreement.
Modules currently available on the Platform include: (i) NEXE Store, for catalog management, sales, and commerce integrations; (ii) Master Control, a centralized panel for administration, billing, and tenant governance; and (iii) Smartbot, a conversational AI assistance service. Availability of each module is conditioned on the contracted plan.
NEXEFII may add, modify, or discontinue features and modules over time, subject to the provisions of Section 11 (Changes to the Service and to These Terms). Discontinuations that materially affect contracted use will be communicated with reasonable advance notice.
Platform access is provided as Software as a Service (SaaS). The Customer acquires no ownership rights in the underlying software, source code, or infrastructure. NEXEFII retains all intellectual property rights in the Platform.
3. Accounts and Organization Administrator Authority
The Customer is responsible for designating at least one Administrator with legal authority to accept these Terms on behalf of the organization. By accepting these Terms, the Administrator represents that they hold such authority.
The Administrator is responsible for: (i) configuring and maintaining the Customer account settings; (ii) managing End User access and permissions; (iii) ensuring that all End Users are aware of and comply with their applicable obligations under these Terms and the AUP; and (iv) maintaining the confidentiality of access credentials.
The Customer acknowledges that actions taken by the Administrator or End Users on the Platform — including configurations, data submissions, and policy acceptances — bind the Customer for all contractual purposes.
NEXEFII does not independently verify the Administrator's authority. The Customer bears full responsibility for the consequences of designating an Administrator without adequate authority.
Upon termination of an Administrator's relationship with the Customer, the Customer is responsible for immediately revoking access and designating a replacement. NEXEFII will not be liable for access or actions taken before revocation.
4. Acceptable Use
Use of the Platform is subject to the Acceptable Use Policy (AUP), provided separately and incorporated into these Terms by reference. The Customer, Administrator, and End Users agree to comply with the AUP in full.
The following are expressly prohibited, among other uses described in the AUP: (i) using the Platform for unlawful, fraudulent, or harmful purposes; (ii) attempting unauthorized access to systems, accounts, or data belonging to other tenants; (iii) introducing malicious code, exploiting vulnerabilities, or interfering with service availability; (iv) reselling, sublicensing, or making the Platform available to third parties without NEXEFII's prior written authorization; and (v) any use that violates applicable data protection law.
NEXEFII reserves the right to suspend access for any user or account that violates the AUP, subject to the provisions of Section 7 (Subscription Term, Renewal, Suspension, and Termination).
5. Customer Data and Ownership
The Customer retains all rights, title, and interest in and to Customer Data. NEXEFII asserts no ownership rights over Customer Data.
The Customer grants NEXEFII a limited, non-exclusive, revocable license to process, store, and transmit Customer Data solely as necessary to provide the contracted service, to render technical support authorized by the Customer, and to fulfill legal obligations.
NEXEFII will not use Customer Data for advertising purposes, to train general-purpose AI models, nor will it sell or share such data with third parties, except when (i) expressly authorized by the Customer; (ii) required by a competent authority under applicable law; or (iii) necessary for authorized subprocessors in the delivery of the service.
Detailed obligations regarding the processing of any personal data contained within Customer Data are governed by the Data Processing Addendum (DPA), which prevails over these Terms on matters of data protection.
The Customer is solely responsible for the accuracy, quality, integrity, and lawfulness of Customer Data, including obtaining all necessary authorizations for its processing by NEXEFII.
6. Fees and Billing
Applicable fees, payment terms, plans, currencies, and billing frequency are defined in the Commercial Agreement between the Customer and NEXEFII. Where these Terms conflict with the Commercial Agreement on financial matters, the Commercial Agreement prevails.
Payments are processed through the Stripe platform, operated by Stripe, Inc., subject to Stripe's terms of service. NEXEFII does not store Customer payment instrument data.
Fees are due in accordance with the billing cycle established in the Commercial Agreement. Failure to pay within the applicable grace period may result in suspension of access to the Platform, as described in Section 7.
Unless otherwise provided in the Commercial Agreement, all fees are billed in advance and are non-refundable, except where NEXEFII terminates the service for reasons not attributable to the Customer before the end of the contracted Subscription Term.
NEXEFII may adjust its fees at the end of each Subscription Term, providing the Customer with at least thirty (30) days' advance notice. Continued use of the Platform after a new price takes effect constitutes acceptance of the adjustment.
7. Subscription Term, Renewal, Suspension, and Termination
The Subscription Term is defined in the Commercial Agreement. Absent a non-renewal notice provided with the advance notice period set out in the Commercial Agreement, the subscription automatically renews for the same contractual period.
NEXEFII may suspend Customer access to the Platform, in whole or in part, with reasonable prior notice, in the following circumstances: (i) payment default for a period exceeding that established in the Commercial Agreement; (ii) material breach of these Terms or the AUP; or (iii) where continued access would pose a risk to the security, integrity, or availability of the Platform for other customers.
In cases of active security breach, unlawful activity, or immediate risk, NEXEFII may suspend access without prior notice, notifying the Customer as soon as reasonably practicable.
Either party may terminate the agreement for material breach by the other party, provided it notifies the defaulting party in writing and the breach is not remedied within thirty (30) days of receiving notice.
Upon termination for any reason, the Customer will have access to Customer Data for the period established in the DPA for export purposes. After that period, NEXEFII may delete Customer Data in accordance with its Data Retention and Deletion Policy.
8. Warranties and Disclaimers
NEXEFII uses commercially reasonable efforts to keep the Platform available and functional. However, the service is provided "as is" and "as available", without express or implied warranties of fitness for a particular purpose, merchantability, freedom from errors, or uninterrupted availability.
NEXEFII does not warrant that: (i) the Platform will operate without interruption, errors, or security vulnerabilities; (ii) results obtained from use of the Platform will meet the Customer's specific expectations or requirements; (iii) any defects will be corrected within a specified timeframe.
Availability targets (SLAs) and support windows, where contracted, are defined in the NEXEFII Support and SLA document and in the Commercial Agreement, which prevail over these general provisions. Absent a contracted SLA, no minimum availability is guaranteed.
Some jurisdictions do not permit the exclusion of implied warranties. In those jurisdictions, the above disclaimers apply to the fullest extent permitted by law.
9. Limitation of Liability
To the fullest extent permitted by applicable law, NEXEFII will not be liable for indirect, incidental, special, consequential, punitive damages, or for loss of profits, revenue, data, or business opportunities, even if NEXEFII has been advised of the possibility of such damages.
NEXEFII's total aggregate liability to the Customer arising out of or relating to these Terms, whether in contract, tort, or any other legal theory, is limited to the amount specified in the applicable Commercial Agreement.
This limitation applies regardless of the form of the claim (contractual, tortious, negligence, strict liability, or otherwise) and even if the limitation fails of its essential purpose.
Some jurisdictions do not permit the exclusion or limitation of liability for certain categories of damages. In those jurisdictions, the limitations above apply to the fullest extent permitted by law.
10. Indemnification
The Customer agrees to defend, indemnify, and hold harmless NEXEFII, its affiliates, directors, employees, and representatives from and against any claims, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) use of the Platform by the Customer, Administrator, or End Users in breach of these Terms or the AUP; (ii) Customer Data, including any allegation that such data infringes third-party rights or violates applicable law; (iii) any misrepresentation made by the Administrator when accepting these Terms.
NEXEFII will promptly notify the Customer of any claim subject to this indemnification obligation and will cooperate reasonably in the defense. The Customer may not enter into any settlement that imposes obligations on NEXEFII without prior written consent.
11. Changes to the Service and to These Terms
NEXEFII may modify the Platform, add or remove features, and amend these Terms over time. Editorial or non-material changes (wording corrections, reorganization without substantive impact) take effect on the update date without special notice.
Material changes — those that reduce Customer rights, expand Customer obligations, or alter financial conditions not addressed in the Commercial Agreement — will be communicated to the Customer at least thirty (30) days in advance via the Administrator's registered email address or through a notice on the Platform.
If the Customer disagrees with material changes, it may terminate the agreement without penalty within the notice period, following the procedure described in Section 7. Continued use of the Platform after material changes take effect constitutes acceptance of the new terms.
For changes requiring explicit re-acceptance (as classified by NEXEFII), the Administrator will be prompted to confirm acceptance upon the next login to the Platform after the changes take effect.
12. Governing Law and Forum
These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws rules.
Any disputes arising out of or relating to these Terms that are not resolved amicably between the parties shall be submitted to the courts of competent jurisdiction located in Miami-Dade County, Florida (state and federal courts), unless otherwise specified in a separate written agreement between the parties.
The Customer and NEXEFII each waive, to the fullest extent permitted by law, any right to participate in class actions or class arbitrations relating to these Terms.
Nothing in these Terms prevents either party from seeking urgent relief before a competent court to prevent irreparable harm while any other dispute remains unresolved.
13. Contracting Parties and Contact
The contract represented by these Terms is between the Customer (identified in the Commercial Agreement) and NEXEFII, represented by the legal entity NEXEFII LLC (a limited liability company formed in the State of Florida, United States, registration Florida Document Number L26000282400), with registered address at 12955 Biscayne Blvd, Suite 200, PMB 726, Miami, FL 33181, United States.
For legal matters relating to these Terms, the Customer may contact NEXEFII at contact@nexefii.com.
Formal notices under this agreement must be sent in writing to NEXEFII's registered address indicated above, with a copy to contact@nexefii.com, and will be deemed received upon acknowledgment by NEXEFII.