Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Nexera FZ-LLE (“Nexera”, “we”, “us” or “our”) governing your access to and use of the Nexera Audio Integration and Modeling Suite, including our websites, applications, APIs and related services (collectively, the “Service”).

By creating an account, accepting these Terms during onboarding, or using the Service, you agree to be bound by these Terms. If you use the Service 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.

Nexera provides software tools for designing, modeling and documenting professional audio-visual systems, including cloud project storage, product catalogues, collaboration features for organizations, and related functionality. Features available to you depend on your subscription tier and any add-ons.

We may improve, modify or discontinue features of the Service from time to time. Where a change materially reduces the core functionality of a paid subscription, we will use reasonable efforts to notify you in advance.

You must be at least 18 years old and capable of forming a binding contract to use the Service. You agree to provide accurate, current and complete information during registration and onboarding, and to keep it up to date.

You are responsible for safeguarding your account credentials and for all activity that occurs under your account. Notify us immediately at the contact address below if you suspect unauthorized use of your account. Authentication is provided through our identity provider; you must not share accounts or circumvent authentication mechanisms.

Certain features require a paid subscription (e.g. Pro or Teams tiers) or add-ons. Fees, billing periods and included features are described at the point of purchase. Payments are processed by our payment provider (Stripe); we do not store full payment card details.

Unless stated otherwise, subscriptions renew automatically at the end of each billing period until cancelled. You can cancel at any time through the billing portal; cancellation takes effect at the end of the current billing period, and fees already paid are non-refundable except where required by law.

Trials convert features to their non-trial state when they expire; your project data remains stored and viewable subject to these Terms. We may change prices with reasonable advance notice; changes apply from your next billing period. Seat-based Team subscriptions are billed per purchased seat regardless of seat utilization.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your internal business purposes. You must not, and must not permit anyone to:

• copy, modify, distribute, sell, sublicense or lease any part of the Service;
• reverse engineer, decompile or attempt to extract the source code of the Service;
• access the Service to build a competing product or benchmark without our consent;
• probe, scan or test the vulnerability of the Service or circumvent any access controls;
• use the Service to store or transmit unlawful, infringing or malicious content;
• interfere with the integrity or performance of the Service or other customers' use of it;
• use automated means to access the Service except through interfaces we provide.

You retain all rights to the designs, projects, floor plans, documents and other content you create or upload to the Service (“Customer Content”). You grant us a worldwide, non-exclusive license to host, store, process, transmit and display Customer Content solely as necessary to provide and improve the Service, comply with law, and as otherwise permitted by our Privacy Policy.

You are responsible for Customer Content, including ensuring you have the rights to upload it (for example, floor plans and venue drawings) and that it does not violate any law or third-party right.

The Service allows projects and folders to be shared with an organization workspace. If you share Customer Content with an organization, all members of that organization with sufficient access levels may view, edit and manage it in accordance with the organization's settings.

Data retention on departure: content that you have shared with an organization is treated as a business record of that organization. If you leave or are removed from an organization, ownership of projects and folders you shared with it transfers to the organization's owner, and you may lose access to them. Do not share personal content with an organization if you are not prepared for it to remain with that organization.

The organization owner is responsible for managing members, roles and access levels, and for ensuring the organization's use of the Service complies with these Terms. Administrative actions within an organization may be recorded in an audit log visible to organization administrators.

The Service includes product catalogue data, some of which may be contributed by users. If you submit product specifications or other catalogue data for community use, you grant us a perpetual, irrevocable, royalty-free license to use, reproduce, adapt and distribute that data as part of the Service. You represent that contributed data is accurate to the best of your knowledge and does not infringe any third-party rights. We may review, edit, approve or remove contributed data at our discretion.

The Service provides modeling, calculation and documentation aids for professional audio-visual design. All outputs — including but not limited to SPL predictions, coverage maps, gain structure, amplifier loading, cable calculations, signal flow diagrams and generated documentation — are design aids only and do not constitute professional engineering advice. You are solely responsible for verifying all outputs, ensuring designs comply with applicable codes, standards and regulations, and for the safety and performance of any system you design, specify or install. Manufacturer specifications in the catalogue may contain errors and should be verified against official manufacturer documentation.

The Service depends on third-party providers, including identity (Clerk), payments (Stripe), cloud infrastructure and email/SMS delivery. Your use of features powered by these providers is also subject to their terms. If you sign in with a third-party identity provider (e.g. Google), that provider's terms govern your use of their service.

Our collection and use of personal information is described in our Privacy Policy. By creating an account you consent to receiving transactional communications (e.g. account verification, billing, security and service notices). Marketing communications are only sent with your consent and can be opted out of at any time. If you provide a mobile number, it is stored as part of your profile and is not used for marketing unless you separately consent otherwise.

The Service, including its software, design, branding and all related intellectual property, is owned by us or our licensors. Except for the limited license in Section 5, nothing in these Terms grants you any rights in the Service. Feedback you provide may be used by us without restriction or obligation.

We use commercially reasonable efforts to keep the Service available and your data intact, and store Customer Content on managed cloud infrastructure. However, the Service is provided without guaranteed availability levels, and we do not warrant that data can be recovered following loss, corruption or deletion, unless agreed in a separate written agreement. You are responsible for exporting and retaining your own copies of critical deliverables.

You may stop using the Service and delete your account at any time. We may suspend or terminate your access if you materially breach these Terms, if required by law, or if your use poses a security risk to the Service or other customers. Where practical, we will notify you and give you an opportunity to cure the breach first.

Upon termination of your account, your right to use the Service ceases. We may delete Customer Content associated with a terminated account after a reasonable retention period, except content that has been shared with an organization (which remains with the organization per Section 7) and data we are required to retain by law. Sections that by their nature should survive termination (including Sections 6, 8, 9, 12, 15, 16, 17 and 18) survive.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT OUTPUTS WILL BE ACCURATE OR RELIABLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR USD 100 IF YOU HAVE PAID NO FEES). NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

You will defend, indemnify and hold us harmless from and against any claims, damages and expenses (including reasonable legal fees) arising from your Customer Content, your use of the Service in violation of these Terms, or your violation of any law or third-party right.

These Terms are governed by the federal laws of the United Arab Emirates as applied in the Emirate of Dubai, without regard to conflict of laws principles. The courts of Dubai, United Arab Emirates will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and the parties consent to personal jurisdiction in those courts. Nothing in this section deprives a consumer of the protection of mandatory provisions of the law of their country of residence.

We may update these Terms from time to time. If we make material changes, we will notify you (for example by email or an in-app notice) before the changes take effect. Your continued use of the Service after the effective date of updated Terms constitutes acceptance of them. The “Effective date” above reflects the latest revision.

These Terms, together with the Privacy Policy and any order or subscription documents, are the entire agreement between you and us regarding the Service. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets. Notices to us should be sent to the contact address below.

Questions about these Terms: hello@nexerasuite.com