Operated by Nexpher Limited (“Nexpher”, “we”, “us”, or “our”).
1. Operator and definitions
The Service is operated by Nexpher Limited (“Nexpher Limited”, “Nexpher”, “we”, “us” or “our”). “Nexpher AI” is a brand and product name of Nexpher Limited. References to “Nexpher AI” in the Service or these Terms mean the Service operated by Nexpher Limited.
“You” means the individual or entity using the Service. If you use the Service on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” includes that organisation.
“Content” means text, files, prompts, system instructions, training data, agent configurations, messages, outputs, feedback and any other material submitted to or generated through the Service.
“Output” means Content generated by models, agents or tools in response to your use of the Service.
2. Eligibility and accounts
You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and legally capable of entering a binding contract. The Service is not directed to children. If we learn that we have collected data from a child under the applicable minimum age, we will delete it.
You must provide accurate account information and keep it up to date. You are responsible for all activity under your account, API keys and team memberships. Notify us promptly at [email protected] of any unauthorised access or suspected compromise.
We may refuse registration, suspend access, require identity verification, or terminate accounts where we reasonably believe these Terms, our policies, or applicable law have been or may be violated.
3. The Service
Nexpher AI enables you to create, configure, train, fine-tune, publish, share, sell and interact with AI agents, and to access related tooling such as chat, analytics, team workspaces, marketplace listings and OpenAI-compatible API endpoints, subject to your plan and these Terms.
We may modify, suspend or discontinue any feature, model, endpoint or plan at any time. Where a change materially and adversely affects paid subscribers, we will provide reasonable advance notice where practicable. Features labelled alpha, beta, preview or experimental are provided solely for evaluation and may be unstable or withdrawn without notice.
Nothing in the Service constitutes legal, medical, financial, investment, tax or other professional advice. Output is not a substitute for professional judgement.
4. Artificial intelligence disclaimer
The Service uses probabilistic machine-learning models. Output may be inaccurate, incomplete, biased, offensive, outdated or fabricated (“hallucinations”). You must independently verify Output before relying on it for any decision, publication, compliance obligation, safety-critical use, or third-party communication.
You assume all risk arising from your use of Output and from agents you create, publish or expose via API. Nexpher Limited does not warrant that Output will meet your requirements, be error-free, or be suitable for any particular purpose.
You must not represent Output as human-generated when disclosure is required by law or by the policies of a platform on which you publish it, and you must not use the Service in any high-risk or prohibited context described in our Acceptable Use Policy.
5. Plans, tokens, billing and refunds
Access to paid features is offered under subscription plans and, where available, prepaid token packs. Each plan includes a periodic allowance of tokens or usage credits consumed by model inference, builder activity, training orchestration and API calls as described on our Pricing page. Unused allowances do not roll over unless we expressly state otherwise.
Paid subscriptions renew automatically at the then-current rate until cancelled. You may cancel from your dashboard; cancellation takes effect at the end of the current billing period, after which your account reverts to the free tier (if available).
Fees are non-refundable except where required by mandatory consumer law or where we expressly agree in writing. If we discontinue a paid plan feature without a reasonably equivalent replacement, we may, at our option, provide a pro-rata credit or refund for the unused portion of a prepaid period.
You authorise us and our payment processors to charge your payment method for recurring fees, taxes and purchases. You are responsible for applicable taxes. Prices may change with notice; continued use after the effective date constitutes acceptance.
If payment fails or quotas are exhausted, we may throttle, suspend or reject requests until the account is restored.
6. Marketplace and creator earnings
If you publish agents or other listings to the marketplace, you remain solely responsible for their Content, behaviour, pricing representations and compliance with law. Nexpher Limited is a platform provider and is not a party to transactions between creators and end users, except as necessary to process payments and platform fees.
Creator earnings, platform fees (including any stated revenue share) and payout eligibility are described in-product and may change with notice. We may withhold, offset or reverse amounts reasonably believed to result from fraud, chargebacks, policy violations or technical error.
We may remove listings, demote visibility or suspend marketplace access where we reasonably believe Content or conduct violates these Terms or our Acceptable Use Policy.
7. Your Content and licence to Nexpher
You retain ownership of Content you submit, including prompts, system instructions, training data and agent configurations, subject to any third-party rights in that material.
You grant Nexpher Limited a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display and otherwise use your Content solely as needed to operate, secure, maintain, troubleshoot and improve the Service, to enforce these Terms, and to comply with law. We do not claim ownership of your Content.
You represent and warrant that you have all rights necessary to submit Content and to grant the licence above, and that your Content and use of the Service will not infringe any third-party rights or violate applicable law.
You are solely responsible for Content you generate, publish or expose through public agents or APIs, including Output surfaced to third parties.
8. Intellectual property
The Service, including software, branding, documentation, model orchestration, UI and underlying technology (excluding your Content and third-party models), is owned by Nexpher Limited or its licensors and is protected by intellectual property laws. These Terms do not grant you any rights to our trademarks except as needed for truthful attribution of the Service.
Subject to these Terms and your plan, we grant you a limited, revocable, non-transferable, non-exclusive right to access and use the Service. You may not copy, modify, reverse engineer (except to the limited extent permitted by mandatory law), redistribute or create derivative works of the Service except as expressly allowed.
Feedback you provide may be used by us without restriction or obligation to you.
9. Third-party models, endpoints and services
Inference and related processing may be performed by third-party providers (including providers you configure via bring-your-own-model). When you connect a custom endpoint, requests and credentials are sent to that provider under its terms and privacy practices. We are not responsible for third-party availability, pricing, security, Output quality or data handling.
Payment processing is handled by third-party processors; card details are not stored on our servers except as those processors require for tokenisation.
Links to third-party sites are provided for convenience only and do not constitute endorsement.
10. Acceptable use
You must comply with our Acceptable Use Policy, which is incorporated into these Terms by reference. We may investigate suspected violations and cooperate with law enforcement where required or appropriate.
11. API keys and security
API keys, secrets and credentials issued to you are confidential. You must store them securely and not embed them in public repositories or client-side code where they can be extracted. You are liable for usage and charges arising from keys under your control.
We may rotate, revoke or rate-limit keys that are compromised, leaked, abused or used in breach of these Terms.
12. Privacy
Our collection and use of personal data is described in our Privacy Policy and Cookie Policy. By using the Service you acknowledge those practices.
13. Disclaimers of warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT OR ARISING FROM COURSE OF DEALING.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS; IN SUCH CASES, THE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXPHER LIMITED AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO NEXPHER LIMITED FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100) IF YOU HAVE NOT HAD ANY PAID OBLIGATIONS IN THAT PERIOD.
THE LIMITATIONS IN THIS SECTION APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR FOR FRAUD).
15. Indemnification
You will defend, indemnify and hold harmless Nexpher Limited and its directors, officers, employees, agents and affiliates from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to: (a) your Content or Output you publish or distribute; (b) your use of the Service; (c) your agents, APIs, marketplace listings or integrations; (d) your breach of these Terms or our policies; or (e) your violation of any law or third-party rights.
We may assume exclusive defence of any matter subject to indemnification; you will cooperate and may not settle any claim without our prior written consent if settlement imposes an obligation on us.
16. Suspension and termination
You may stop using the Service and request account deletion at any time subject to our data retention practices.
We may suspend or terminate access immediately if we reasonably believe: (a) you breached these Terms or our Acceptable Use Policy; (b) your use poses a security, legal or operational risk; (c) required by law; or (d) your account is inactive for a prolonged period.
Upon termination, your licence to use the Service ends. Provisions that by their nature should survive (including ownership, disclaimers, limitations of liability, indemnities and governing law) will survive.
17. Export, sanctions and compliance
You must comply with all applicable export control, sanctions and anti-corruption laws. You may not use the Service if you are located in, or are a resident or national of, a comprehensively sanctioned jurisdiction, or if you are on a restricted-party list, where prohibited by law.
18. Force majeure
We are not liable for delay or failure to perform resulting from causes beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages, network or infrastructure failures, or failures of third-party providers.
19. Changes to these Terms
We may update these Terms from time to time. We will post the revised Terms on this page and update the effective date. Material changes will be notified by reasonable means (for example email or in-product notice) where practicable. Continued use after the effective date constitutes acceptance. If you do not agree, you must stop using the Service and cancel any paid subscription.
20. Governing law and disputes
These Terms are governed by the laws of Hong Kong Special Administrative Region, without regard to conflict-of-law principles.
The courts of Hong Kong shall have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Service, except that Nexpher Limited may seek injunctive or other equitable relief in any jurisdiction to protect its intellectual property or confidential information.
Before filing a claim, you agree to attempt to resolve the dispute informally by contacting [email protected] and allowing thirty (30) days for a response.
TO THE EXTENT PERMITTED BY LAW, YOU AND NEXPHER LIMITED WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY.
21. General
These Terms, together with the Privacy Policy, Acceptable Use Policy, Cookie Policy and any order or plan descriptions referenced herein, constitute the entire agreement between you and Nexpher Limited regarding the Service and supersede prior agreements on the same subject.
If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. 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. There are no third-party beneficiaries except as expressly stated.
Notices to you may be sent to the email associated with your account or posted in the Service. Notices to us should be sent to [email protected].
