NUXARA.AI LLC

TERMS AND CONDITIONS

Effective Date: 05/06/2026 | Last Updated: [05/06/2026]

IMPORTANT — PLEASE READ CAREFULLY. These Terms and Conditions ("Terms") form a binding agreement between you (the "Subscriber" or "you") and Nuxara.ai LLC, a Virginia limited liability company ("Nuxara," "we," "our," or "us"), governing your access to and use of the Nuxara software-as-a-service platform and related services (the "Service"). By signing a Nuxara order form, executing a Client Service Agreement, clicking to accept these Terms, or otherwise accessing or using the Service, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and "Subscriber" or "you" refers to that entity.

• "Authorized User" means an employee, contractor, or agent of the Subscriber whom the Subscriber authorizes to access the Service on the Subscriber's behalf.

• "Client Service Agreement" or "CSA" means the executed agreement between Nuxara and Subscriber that incorporates these Terms by reference and identifies the Subscription Plan, fees, and other commercial terms.

• "End-User" means a customer, prospect, or other individual whose information is processed through the Service on behalf of the Subscriber.

• "Setup Period" means the period beginning on the Order Date and ending on the Setup Completion Date, as further described in Section 5.

• "Subscriber Data" means all data, content, and information submitted to the Service by or on behalf of the Subscriber, including End-User information.

• "Subscription Plan" means the tier of the Service (Starter, Growth, or Pro) selected by the Subscriber on the Order Date, as may be modified pursuant to these Terms.

• "Trial Period" means the thirty (30) day period described in Section 5.4.

The Service is a hosted, multi-tenant software-as-a-service platform that provides Subscribers with autonomous AI-driven marketing, lead generation, AI voice and SMS communications, content generation, workflow automation, and related features. Specific features available to a Subscriber depend on the Subscription Plan and any add-ons selected.

Nuxara may modify, enhance, or discontinue features of the Service from time to time. We will not make changes that materially diminish the core functionality of the Service during a paid subscription term without providing reasonable notice.

To use the Service, you must (a) be a business operating in the United States; (b) be at least eighteen (18) years of age and authorized to bind your business; (c) provide accurate and complete registration information; and (d) maintain the accuracy of that information. You are responsible for safeguarding your account credentials and for all activity occurring under your account. You must notify us promptly at support@nuxara.ai of any unauthorized access or suspected security incident.

Nuxara offers three subscription tiers. Current monthly pricing is as follows:

Plan                  Monthly Price                  Billing                         Term 

Starter             $297 / month                   Monthly              Month-to-month

Growth            $497 / month                   Monthly              Month-to-month

Pro                    $897 / month                   Monthly              Month-to-month

All fees are stated in U.S. dollars and exclude applicable taxes. Nuxara may modify Subscription Plan pricing upon at least thirty (30) days' written notice; price changes apply at the start of the next billing cycle following the notice period.

A one-time Setup Fee is charged on the Setup Completion Date according to the following tiered schedule, based on the elapsed time between the Order Date and the Setup Completion Date:

Setup Completion Window                      Setup Fee                         Description

Within 24 hours of Order Date                       $0                         Setup fee waived in full

Days 1 through 7 after Order Date              $295                       Reduced setup fee

Day 8 or later after Order Date                    $695                       Standard setup fee

The Setup Fee is non-refundable. Subscriber acknowledges that the elapsed time to Setup Completion is materially affected by Subscriber's timely provision of required information, credentials, integrations approvals, and Authorized User availability.

Nuxara may offer optional add-ons to the Subscription Plan (such as competitor monitoring or additional usage capacity) at additional fees disclosed at the time of purchase. Add-ons are billed monthly together with the Subscription Plan.

The "Order Date" is the date on which the Subscriber executes the Client Service Agreement and provides a valid payment method. No subscription fees or setup fees are charged on the Order Date.

Beginning on the Order Date, Nuxara will configure the Service for the Subscriber, including (a) Twilio account provisioning and A2P 10DLC registration; (b) Google Business Profile optimization; (c) booking platform integration; (d) AI agent training on Subscriber's services and operations; and (e) any additional integrations applicable to the Subscription Plan. The Setup Period is targeted to complete within fourteen (14) days of the Order Date but may be longer where delays are caused by third-party providers or by the Subscriber

.

The "Setup Completion Date" is the date on which Nuxara notifies the Subscriber that setup is complete and the Service is ready for live use. On the Setup Completion Date: (a) the Setup Fee is charged in accordance with Section 4.2; (b) the Service is activated; and (c) the Trial Period begins on the day following the Setup Completion Date.

The "Trial Period" is the thirty (30) day period beginning on the day following the Setup Completion Date. No subscription fees are charged during the Trial Period. During the Trial Period, the Subscriber has full access to the features of the selected Subscription Plan. The Subscriber may upgrade to a higher tier during the Trial Period, in which case the upgraded tier becomes effective immediately and applies to the first billing cycle following the Trial Period.

The "First Billing Date" is the day immediately following the last day of the Trial Period (i.e., the forty-fifth (45th) day after the Order Date, assuming a fourteen-day Setup Period). On the First Billing Date, the Subscriber is charged the first month of subscription fees for the selected Subscription Plan. Subscription fees thereafter renew automatically each month on the same day of the month, unless the Subscriber cancels in accordance with Section 6.

The Subscriber may cancel the Service at any time before the First Billing Date by providing written notice to support@nuxara.ai. If the Subscriber cancels before the First Billing Date, no subscription fees will be charged. Setup Fees, if charged, are non-refundable.

Subscriber must provide and maintain a valid payment method (credit or debit card or, where available, ACH) for all charges. By providing a payment method, Subscriber authorizes Nuxara and its payment processor to charge that payment method for all fees due under these Terms and the Client Service Agreement.

If a payment fails or is not received when due, Nuxara may (a) retry the payment method; (b) suspend the Service after providing five (5) business days' notice and an opportunity to cure; and (c) charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Virginia law. Subscriber is responsible for all reasonable collection costs, including attorneys' fees.

The Subscriber may cancel the Service at any time by providing written notice to support@nuxara.ai at least seven (7) days before the next billing date. Cancellations take effect at the end of the then-current billing month, and the Subscriber retains access to the Service through the end of that month. Subscription fees already paid are non-refundable.

Except as expressly provided in these Terms or required by applicable law, all fees paid to Nuxara are non-refundable.

Subscriber is responsible for all sales, use, value-added, and similar taxes, duties, and assessments imposed in connection with the Service, excluding taxes based on Nuxara's net income. If Nuxara is required to collect any such tax, it will be added to the invoice.

Subscriber is responsible for (a) the accuracy, quality, and legality of all Subscriber Data; (b) obtaining and maintaining all consents, permissions, and rights necessary for Nuxara to use Subscriber Data to provide the Service; (c) the actions of its Authorized Users; and (d) compliance with all laws and regulations applicable to its business and its use of the Service.

Subscriber's use of the Service's SMS, voice, and marketing features is subject to the Telephone Consumer Protection Act, 47 U.S.C. § 227, the CAN-SPAM Act, 15 U.S.C. § 7701 et seq., the Florida Telephone Solicitation Act, the Washington Commercial Electronic Mail Act, and other applicable federal, state, and local laws and regulations. Subscriber represents and warrants that:

• Subscriber has obtained all required consents from each End-User before any SMS, voice, or marketing communication is sent or placed.

• Subscriber maintains records of consent sufficient to demonstrate compliance.

• Subscriber will honor all opt-out, do-not-call, and unsubscribe requests promptly and in accordance with applicable law.

• Subscriber will not use the Service to send or place any communication that is unlawful, deceptive, harassing, or that violates wireless carrier requirements (including A2P 10DLC standards established by The Campaign Registry and the CTIA Messaging Principles and Best Practices).

Subscriber will not, and will not permit any Authorized User or third party to:

• Use the Service to transmit any unlawful, infringing, defamatory, harassing, or fraudulent content.

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.

• Resell, sublicense, rent, lease, or otherwise commercially exploit the Service to a third party other than as expressly permitted in writing by Nuxara.

• Circumvent or attempt to circumvent any usage limits, security controls, or rate limits.

• Use the Service to build a competing product or service or to benchmark the Service for a competitor.

• Upload, transmit, or generate any content that infringes any third-party intellectual property right, right of privacy, or right of publicity.

• Upload or process protected health information ("PHI") subject to HIPAA without a separately executed Business Associate Agreement with Nuxara, or any data subject to the Gramm-Leach-Bliley Act or the Children's Online Privacy Protection Act.

As between the parties, Subscriber retains all rights, title, and interest in and to Subscriber Data. Nuxara retains all rights, title, and interest in and to the Service, including the underlying software, AI prompt libraries, models, infrastructure, and any aggregated or de-identified data derived from use of the Service.

Subscriber grants Nuxara a non-exclusive, worldwide, royalty-free license to use, host, copy, transmit, display, and process Subscriber Data solely as necessary to provide the Service to Subscriber, to comply with legal obligations, and to improve the Service through aggregated and de-identified analytics.

Nuxara's collection and use of personal information is described in our Privacy Policy, available at nuxara.ai/privacy, which is incorporated into these Terms by reference. To the extent Nuxara processes personal information on behalf of Subscriber as a service provider or processor, the parties' respective rights and obligations are set forth in the Data Processing Addendum, incorporated by reference where applicable.

Within thirty (30) days following termination of the Service, Subscriber may request export of Subscriber Data in a commercially reasonable format. Following the export window, or where no export is requested, Nuxara will delete or de-identify Subscriber Data within ninety (90) days, except as required to comply with legal obligations or as retained in routine backups for a limited additional period.

The Service, including all software, content, designs, graphics, AI prompts, models, configurations, documentation, trademarks, and trade dress, is owned by Nuxara or its licensors and is protected by intellectual property laws. Subscriber receives only the limited license expressly granted in these Terms.

Content generated by the Service for Subscriber based on Subscriber's inputs and configuration ("Generated Content") may be used by Subscriber for the purposes for which the Service is provided. Subscriber acknowledges that AI-generated content may not be unique to Subscriber, that similar content may be generated for other users, and that Generated Content may not be eligible for copyright protection in some jurisdictions.

If Subscriber provides feedback, suggestions, or recommendations regarding the Service, Subscriber grants Nuxara a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without restriction or attribution.

The Service relies on third-party services and integrations. Nuxara is not responsible for the availability, accuracy, or content of third-party services. Subscriber's use of any third-party service is subject to that provider's terms. If a third-party service modifies or discontinues a feature on which the Service depends, Nuxara will use reasonable efforts to identify a substitute.

Nuxara targets 99.5% monthly uptime for the Service, excluding scheduled maintenance, force majeure events, and outages caused by third-party providers. Nuxara provides email-based support during U.S. Eastern business hours at support@nuxara.ai. Specific support response targets and any service-level credits are set forth in the Client Service Agreement.

Nuxara warrants that the Service will perform substantially in accordance with its documentation. Subscriber's sole remedy and Nuxara's entire liability for breach of this warranty is for Nuxara to use commercially reasonable efforts to correct the non-conformity or, if Nuxara cannot do so within thirty (30) days, to refund the prepaid fees for the affected portion of the Service.

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." NUXARA AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NUXARA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. SUBSCRIBER IS SOLELY RESPONSIBLE FOR REVIEWING AI-GENERATED CONTENT BEFORE USE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY SUBSCRIBER TO NUXARA UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations do not apply to (a) Subscriber's payment obligations; (b) either party's indemnification obligations; (c) Subscriber's breach of Section 7 (Acceptable Use) or Section 9 (Intellectual Property); or (d) liability that cannot be limited under applicable law.

Nuxara will defend Subscriber against any third-party claim alleging that the Service, when used by Subscriber in accordance with these Terms, infringes a U.S. patent, copyright, trademark, or trade secret of the claimant, and will indemnify Subscriber for damages and reasonable attorneys' fees finally awarded against Subscriber by a court of competent jurisdiction or paid in settlement of such claim. Nuxara has no obligation under this Section for claims arising from (a) Subscriber Data; (b) modifications to the Service not made by Nuxara; (c) combination of the Service with products or services not provided by Nuxara; or (d) use of the Service in violation of these Terms.

Subscriber will defend Nuxara against any third-party claim arising out of or related to (a) Subscriber Data, including any claim that Subscriber Data infringes a third-party right or violates applicable law; (b) Subscriber's breach of Section 7 (Acceptable Use), including any TCPA, CAN-SPAM, or wireless-carrier compliance claim; (c) Subscriber's breach of these Terms or violation of applicable law; or (d) Subscriber's relationship with any End-User. Subscriber will indemnify Nuxara for damages and reasonable attorneys' fees finally awarded against Nuxara by a court of competent jurisdiction or paid in settlement of such claim.

The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and grant the indemnifying party sole control over defense and settlement, except that no settlement that imposes a liability or admission on the indemnified party may be entered without the indemnified party's prior written consent.

These Terms commence on the Order Date and continue until terminated in accordance with this Section.

Subscriber may terminate by canceling the Service in accordance with Section 6.3. Nuxara may terminate for convenience upon at least sixty (60) days' written notice.

Either party may terminate these Terms immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure the breach within fifteen (15) days after written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings; or (c) ceases to do business in the ordinary course.

Upon termination, (a) Subscriber's right to access and use the Service ends; (b) Nuxara may delete Subscriber Data in accordance with Section 8.4; (c) all amounts owed to Nuxara as of the effective termination date become immediately due; and (d) Sections 4.2 (Setup Fee), 6 (Billing), 8 (Data), 9 (IP), 12 (Disclaimers), 13 (Liability), 14 (Indemnification), 16 (Confidentiality), 17 (Governing Law and Disputes), and 18 (Miscellaneous) survive.

Each party (the "Receiving Party") will protect the other party's ("Disclosing Party") non-public business, technical, and financial information disclosed in connection with these Terms ("Confidential Information") with the same degree of care it uses for its own confidential information of similar importance, and at minimum reasonable care. The Receiving Party will use Confidential Information only to perform under these Terms and will limit access to those who have a need to know and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes publicly available without breach, was lawfully known before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of Confidential Information.

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 17.3, the parties' consent to exclusive jurisdiction and venue in the state and federal courts located in Virginia Beach, Virginia for any dispute arising out of or related to these Terms.

Before initiating any legal action, the parties will attempt in good faith to resolve any dispute through informal negotiation for at least thirty (30) days. If the dispute is not resolved, either party may, at its option, submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with arbitration held in Virginia Beach, Virginia. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in court for breach of confidentiality or intellectual property rights.

EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER. ANY DISPUTE WILL PROCEED ONLY ON AN INDIVIDUAL BASIS.

Nuxara may modify these Terms from time to time. Material changes will be communicated to Subscribers by email or through the Service at least thirty (30) days before they take effect. Subscriber's continued use of the Service after the effective date of modified Terms constitutes acceptance.

Notices to Nuxara must be sent to support@nuxara.ai with a copy to the registered mailing address of Nuxara.ai LLC. Notices to Subscriber will be sent to the email address on the account. Notices are effective when delivered.

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications failures, third-party service-provider failures, or pandemics.

Subscriber may not assign these Terms without Nuxara's prior written consent. Nuxara may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of its assets. Any assignment in violation of this Section is void.

These Terms, together with the Client Service Agreement, the Privacy Policy, any executed Data Processing Addendum, and any order forms or addenda incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements and understandings on the subject. In the event of a conflict, the order of precedence is: (1) the Client Service Agreement; (2) any executed addendum; (3) these Terms; (4) the Privacy Policy.

If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. No waiver is effective unless in writing signed by the waiving party.

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Section headings are for convenience only and do not affect interpretation.

Nuxara.ai LLC

Email: support@nuxara.ai

Telephone: 757-348-6315

© 2026 Nuxara.ai LLC. All rights reserved.