Terms of Use

These Terms of Use ("Terms") govern your access to and use of the websites, hardware, software, and services offered by Nexa Hologram, Inc. ("Nexa," "we," or "us"), including our holographic display products and the cloud services that operate them (collectively, the "Service").

By creating an account, placing an order, signing a quote, or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, you may not use the Service.

You must be at least 18 years old and have the legal capacity to enter into a contract to use the Service. If you are using the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and "you" includes that entity.

• Service — the Nexa websites, hardware products, firmware, mobile and desktop applications, cloud APIs, content management system, and related professional services.
• Content — any data, files, video, images, 3D models, audio, avatars, or other material uploaded, generated, or stored through the Service.
• User — any person who accesses or uses the Service.
• Customer — the entity that has purchased or licensed the Service under a quote, order, or subscription agreement.
• Hardware — physical Nexa devices, accessories, and spare parts.
• Software — firmware embedded in Hardware and any applications, SDKs, or APIs Nexa provides.
• Subscription — a recurring license to access cloud services, support, and updates.

To access certain parts of the Service you must create an account. You agree to provide accurate, current, and complete information, and to keep that information up to date. You are responsible for all activity that occurs under your account.

You must safeguard your credentials and notify us promptly at security@nexahologram.com of any unauthorized access. We are not liable for losses caused by unauthorized use of your account that results from your failure to maintain credential security.

Software license

Subject to these Terms and any applicable order, Nexa grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software solely as necessary to operate the Hardware you own or are licensed to use, and to access the cloud Service for which you have a paid Subscription.

Hardware ownership and firmware

You own the Hardware once title transfers per the order documents. You do not own the Software or firmware embedded in it; you license it under these Terms for the operational lifetime of the Hardware.

Restrictions

You may not, and may not permit any third party to:

• reverse engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law;
• resell, sublicense, or otherwise commercially exploit access to the Service except as authorized;
• benchmark or publish performance comparisons without our prior written consent;
• remove or alter any proprietary notices, labels, or marks;
• use the Service to develop a competing product, service, or technology.

Fees for Subscriptions and professional services are set out in your order or quote. Unless otherwise specified, fees are billed in advance on the cycle stated (monthly or annually), are non-refundable except as expressly provided in these Terms, and are exclusive of taxes.

You authorize us (or our payment processor) to charge your designated payment method for all fees as they become due. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

Subscriptions auto-renew for successive terms equal to the initial term unless either party gives written notice of non-renewal at least 30 days before the renewal date. We may change pricing for renewal terms with at least 60 days' notice.

Refunds, where applicable, are calculated pro rata based on the remaining paid term and are issued to the original payment method within 30 days.

All hardware orders are subject to acceptance by Nexa. Until accepted, an order constitutes an offer that we may decline for any lawful reason.

Shipping terms, title transfer, and risk of loss are governed by the order documents and the applicable Incoterm. In the absence of a specified Incoterm, title and risk pass to you upon delivery to the carrier.

Returns require a Return Merchandise Authorization issued by Nexa support. Returns must be initiated within 30 days of delivery and the Hardware must be in as-new condition with all accessories and packaging.

Nexa warrants that Hardware will be free from defects in materials and workmanship for 12 months from delivery (or such longer period as the order specifies). This warranty does not cover damage caused by misuse, accident, unauthorized modification, or use outside the published environmental specifications. Your sole remedy is repair, replacement, or refund at our option.

You retain all rights, title, and interest in Content you upload or create using the Service. You grant Nexa a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and process Content solely as necessary to provide and improve the Service.

You represent and warrant that:

• you own or have all necessary rights to the Content and to grant the license above;
• the Content does not infringe third-party intellectual property, publicity, or privacy rights;
• the Content complies with applicable law and our Acceptable Use Policy.

Some Service capabilities create or animate digital representations of real people ("Avatars"). You may use these features only with the express, documented consent of every individual whose likeness or voice is captured or generated. Specifically:

• You must obtain written consent that describes the contexts in which the Avatar may be used.
• You may not use the Service to create non-consensual intimate imagery, impersonate any person to defraud or harass, or generate political content that could mislead viewers about a real person's statements or conduct.
• You will indemnify Nexa for claims arising from your failure to obtain sufficient rights or consents.

We may, but are not obligated to, take down content that violates this section, and we may suspend accounts that repeatedly do so.

You agree not to use the Service to: violate any law; infringe intellectual property; harass, threaten, or defame any person; transmit malware or harmful code; gain unauthorized access to any system; circumvent rate limits or security controls; scrape the Service or our website except as expressly permitted; or for any unauthorized commercial purpose. Full detail is in our standalone Acceptable Use Policy, which is incorporated by reference.

The Service may integrate with or link to third-party products, services, or content. Those third-party offerings are governed by their own terms; we do not endorse them or accept responsibility for them. Your use of any third-party offering is at your own risk.

The Service, the Software, all related documentation, and the Nexa trademarks, logos, and product names are owned by Nexa or its licensors and are protected by intellectual property law. Except for the limited license granted in these Terms, you receive no rights in the foregoing.

If you provide feedback or suggestions about the Service, you grant Nexa a perpetual, irrevocable, worldwide, royalty-free license to use that feedback for any purpose without obligation to you.

Use of Nexa trademarks requires our prior written consent and must comply with our brand guidelines.

Each party may disclose confidential information to the other in connection with the Service. The receiving party will protect that information using at least the same care it uses for its own confidential information of similar importance, and not less than a reasonable standard of care. Confidential information may be used only for purposes of performing under these Terms and disclosed only to personnel with a need to know who are bound by comparable confidentiality obligations.

Confidential information does not include information that is or becomes publicly available without breach, was known to the receiver before disclosure, is independently developed without use of the disclosing party's information, or is rightfully received from a third party without restriction.

These obligations survive for three years after termination of these Terms, except that obligations regarding trade secrets continue for as long as the information remains a trade secret.

Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

We target 99.5% monthly uptime for cloud services, excluding scheduled maintenance windows announced in advance. Service-level commitments with remedies are available only under enterprise agreements that expressly include them.

We may modify, suspend, or discontinue any portion of the Service with reasonable notice. We will not materially diminish the Service during a paid term in a way that prevents you from receiving the substantial benefit of your bargain.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." NEXA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO NEXA IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) US$1,000.

The above limitations do not apply to liability for gross negligence, willful misconduct, breach of confidentiality, indemnification obligations, or amounts you owe Nexa under an order.

You will defend, indemnify, and hold harmless Nexa from any third-party claim arising out of (a) your Content, (b) your use of the Service in violation of these Terms, or (c) your violation of any law or third-party right.

Nexa will defend, indemnify, and hold you harmless from any third-party claim alleging that the Service, used in accordance with these Terms, infringes a valid patent, copyright, or trademark, subject to your providing prompt notice, sole control of the defense, and reasonable cooperation.

These Terms remain in effect for as long as you use the Service. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. You may terminate a Subscription for convenience at the end of the then-current term by giving notice as described in Section 5.

On termination, your right to access the Service ceases. We will make your Content available for export for 30 days after termination, after which we may delete it. Sections that by their nature should survive termination will survive, including those on Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law.

The Service is subject to US export laws and sanctions regulations. You represent that you are not located in, and will not export the Service to, any country subject to a comprehensive US embargo, and that you are not listed on any US government list of restricted persons. You will comply with all applicable export and sanctions laws.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties first agree to attempt in good faith to resolve any dispute through informal negotiation for 30 days after written notice.

Any unresolved dispute will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Wilmington, Delaware. The arbitrator may award only the relief the law allows. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. Disputes will be resolved only on an individual basis and not in any class, consolidated, or representative action. Either party may seek injunctive relief in court for IP infringement or violations of confidentiality.

These Terms, together with any order documents and the Privacy Policy, form the entire agreement between you and Nexa regarding the Service and supersede all prior agreements on that subject.

If any provision is held unenforceable, the remaining provisions will remain in full effect. Failure to enforce any right is not a waiver. You may not assign these Terms without our prior written consent; Nexa may assign in connection with a merger, acquisition, or sale of substantially all assets.

Neither party will be liable for any failure or delay due to events beyond its reasonable control. Notices to Nexa must be sent to legal@nexahologram.com with copy to our postal address. You consent to receive electronic communications and agree that electronic agreements satisfy any legal requirement that they be in writing. Section headings are for convenience only.

For legal questions, contact legal@nexahologram.com.

Nexa Hologram, Inc.
2424 N San Fernando Rd
Los Angeles, CA 90065
United States