Terms of Service

1.1 Binding Agreement

You ("User", "Client", or "you") acknowledge and agree that a legally binding agreement is formed between you and the Company at the earliest of:

• Accessing or browsing the Nexverra Technologies website;
• Clicking an 'I Agree', 'Accept', or equivalent checkbox or button presented in connection with these Terms;
• Registering an account on any Nexverra platform or portal;
• Executing a signed Order Form, Statement of Work, Master Service Agreement, or any other contract that expressly references these Terms; or
• Otherwise using or receiving any Services from Nexverra Technologies.

1.2 Authority to Bind an Organization

If you are accessing or using the Services on behalf of a legal entity — including a corporation, partnership, limited liability company, or other organization (collectively, "Organization") — you represent and warrant that:

• You have full legal authority to enter into this Agreement on behalf of such Organization;
• You have read and understood these Terms, and agree on behalf of the Organization to be bound by them; and
• The Organization accepts legal and financial responsibility for all acts and omissions of its authorized users, employees, contractors, and agents in connection with the Services.

If you do not have such authority, you must not accept these Terms or use the Services on behalf of the Organization. In such cases, personal liability may arise.

1.3 Amendments to These Terms

Nexverra Technologies reserves the right to modify these Terms at any time in its sole discretion. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services following the effective date of any revision constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services and notify us in writing.

2.1 Scope of Services

Nexverra Technologies provides the following categories of technology services and products (collectively, the "Services"):

• Cloud-Hosted SaaS Applications: Multi-tenant software applications accessible via the internet, including enterprise management platforms, operational dashboards, and vertical-specific SaaS products.
• Custom Enterprise Software Development: Bespoke software design, architecture, development, quality assurance, and deployment services delivered under separate Statements of Work or Master Service Agreements.
• White-Label Software Licensing: Licensing of pre-built, customizable software templates, UI frameworks, and modular application components to clients for rebranding, configuration, and commercial deployment.
• Professional & Consulting Services: Technology consulting, digital transformation advisory, system integration, and ongoing technical support.
• API & Integration Services: Developer APIs and third-party integration services enabling clients to connect Nexverra platforms with their existing technology ecosystems.

2.2 Service Modifications

The Company reserves the right, at its sole discretion, to:

• Add, modify, update, or enhance any feature or functionality of the Services with or without prior notice for minor updates;
• Deprecate, retire, or discontinue any feature, module, or Service, with at least 30 days' prior written notice to affected active clients where the change materially impacts their contracted Services;
• Temporarily suspend the Services for scheduled maintenance, emergency security patches, or infrastructure upgrades, with advance notice where operationally feasible.

The Company shall not be liable for any modification, suspension, or discontinuation of Services, provided reasonable notice obligations are met. Continued use of the Services following any modification constitutes acceptance of the updated Services.

2.3 Beta & Preview Features

From time to time, we may offer early access to beta features or preview releases ("Beta Services"). Beta Services are provided "AS IS" without warranty of any kind, are not subject to any SLA commitments, and may be discontinued at any time without notice. Your use of Beta Services is entirely at your own risk.

3.1 Account Creation

To access certain Services, you must register an account by providing accurate, current, and complete information as prompted by the registration process. You agree to maintain the accuracy of such information and update it promptly upon any change. Providing false, misleading, or fraudulent registration information is grounds for immediate account termination.

3.2 Credential Confidentiality

You are solely responsible for maintaining the strict confidentiality of your account credentials, including usernames, passwords, API keys, and multi-factor authentication tokens. You agree to:

• Not disclose your credentials to any unauthorized third party;
• Use a strong, unique password for your Nexverra account;
• Enable multi-factor authentication (MFA) where available and recommended;
• Immediately notify Nexverra Technologies at info@nexverratechnologies.com upon discovery or reasonable suspicion of any unauthorized access, breach, or compromise of your account.

The Company will not be liable for any loss, damage, or liability arising from your failure to maintain the security of your account credentials. You bear full responsibility for all activity conducted under your account, whether authorized or not.

3.3 Administrative Users & Multi-Tenant Environments

Where the Services support organizational accounts with multiple users or sub-accounts (e.g., multi-tenant SaaS environments), the designated administrative user ("Admin") bears additional responsibilities:

• Provisioning, managing, and deprovisioning user access within their organizational tenant;
• Ensuring that all sub-users within their organization comply with these Terms and all applicable Company policies;
• Configuring appropriate role-based access controls (RBAC) and permissions within the tenant environment;
• Taking immediate action to suspend or remove the access of any sub-user who violates these Terms.

The contracting Organization assumes joint and several liability for all actions taken by its Admins and sub-users within its tenant environment.

3.4 One Account Per User

Unless expressly authorized by the Company in writing, each individual user is permitted to register and operate only one account. Creating multiple accounts to circumvent usage limits, suspensions, or access restrictions is strictly prohibited and constitutes a material breach of these Terms.

4.1 Permitted Use

You may access and use the Services solely for lawful business purposes, in accordance with these Terms, and in a manner consistent with all applicable laws, regulations, and professional standards. Your use must not harm, burden, or disrupt the Services or any other user's experience.

4.2 Prohibited Activities

The following activities are strictly prohibited. Engaging in any of the below constitutes a material breach of these Terms and may result in immediate suspension or termination of your account, civil legal action, and/or criminal referral:

Reverse Engineering & Unauthorized Access

• Reverse engineering, decompiling, disassembling, or attempting to derive the source code, algorithms, trade secrets, or underlying architecture of any Nexverra software, SaaS platform, API, or white-label template;
• Attempting to bypass, circumvent, or disable any authentication mechanism, security control, access restriction, or technical protection measure;
• Using automated tools (crawlers, bots, scrapers) to access or extract data from the Services without prior written authorization.

Illegal & Harmful Conduct

• Using the Services for any unlawful purpose or in violation of any applicable local, national, or international law or regulation;
• Uploading, transmitting, or distributing malware, ransomware, viruses, Trojan horses, spyware, or any other malicious code or harmful software;
• Using the Services to process, store, or transmit material that is defamatory, obscene, fraudulent, harassing, or that infringes any third party's intellectual property or privacy rights;
• Engaging in any activity that violates anti-corruption, anti-money laundering, or sanctions laws.

Infrastructure Abuse

• Conducting load testing, stress testing, penetration testing, or vulnerability assessments against Nexverra infrastructure or systems without prior written authorization from the Company;
• Introducing any content or workload that unreasonably burdens, overloads, or degrades platform performance for other users (e.g., cryptocurrency mining, excessive API polling beyond documented rate limits);
• Attempting to gain unauthorized access to Nexverra's internal systems, databases, servers, networks, or associated infrastructure.

Unauthorized Commercialization

• Reselling, sublicensing, redistributing, or otherwise commercializing access to the Services or any portion thereof without express written authorization from the Company;
• Reproducing or copying Nexverra's proprietary code, white-label templates, or platform UI in a manner that exceeds the scope of any applicable license grant.

4.3 Content Standards

You are solely responsible for all data, content, and materials ("Client Content") you upload, submit, or transmit through the Services. Client Content must not violate any applicable law, infringe any third party's rights, or contain any prohibited material as defined in Section 4.2 above. The Company reserves the right — but has no obligation — to review, moderate, or remove Client Content that violates these Terms.

5.1 Nexverra Technologies Intellectual Property

Nexverra Technologies and its licensors retain exclusive ownership of all right, title, and interest in and to the Services and all associated intellectual property, including without limitation:

• All proprietary software, source code, object code, and firmware;
• All algorithms, data models, machine learning models, and processing logic;
• All user interface designs, UX flows, visual assets, graphics, and branding elements;
• All underlying system architecture, database schemas, and API specifications;
• All patents (pending or granted), trademarks, service marks, trade names, domain names, trade secrets, and copyrights;
• All white-label templates, component libraries, and modular software frameworks developed by the Company.

Nothing in these Terms transfers or assigns any ownership rights in Nexverra's intellectual property to you. Your use of the Services grants you only a limited, non-exclusive, non-transferable, revocable license as expressly set out herein or in an applicable Order Form.

5.2 License Grant to Clients

Subject to your timely payment of all applicable fees and continued compliance with these Terms, Nexverra Technologies grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the applicable subscription or contract term to:

• Access and use the subscribed SaaS Services solely for your internal business operations;
• Use any provided APIs in accordance with the API documentation and rate limits;
• Where applicable, use white-label templates as expressly permitted under the White-Label License Terms in Section 5.4.

5.3 Client Intellectual Property & Data

You retain full ownership of all Client Content — including data, files, text, images, branding assets, and other materials — that you upload, input, or create within the Services. By providing Client Content to us, you grant Nexverra Technologies a limited, non-exclusive, worldwide license to host, store, process, and transmit such Client Content solely as necessary to provide the Services to you. This license terminates upon the expiration of your engagement with us and after the applicable data retrieval window described in Section 11.3.

You represent and warrant that you own or have all necessary rights, licenses, and permissions to provide Client Content to Nexverra and to grant the above license, and that such Client Content does not infringe any third party's intellectual property, privacy, or other legal rights.

5.4 White-Label Software Licensing Terms

Where you have been granted a white-label license to a Nexverra software template or product, the following additional terms apply:

• You may customize the branding, color schemes, domain configuration, and surface-level UI of the licensed template in accordance with your brand guidelines;
• You may deploy the white-label software to your own end-clients as part of your service offering, subject to any agreed deployment limits set out in your Order Form;
• You may not remove, obfuscate, or alter any proprietary notices, watermarks, or attribution requirements embedded in the codebase, unless specifically waived in writing by Nexverra;
• You may not resell, sublicense, or transfer the underlying white-label template itself — as distinct from a configured deployment — to any third party without prior written approval from Nexverra;
• You may not use the white-label license as the basis for developing a competing product or service intended to undercut or substitute Nexverra's own commercial offerings.

Violation of these white-label licensing terms constitutes a material breach entitling Nexverra to immediately terminate the license, seek injunctive relief, and/or claim damages.

5.5 Feedback & Suggestions

If you voluntarily provide ideas, suggestions, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), you hereby assign to Nexverra Technologies all rights, title, and interest in such Feedback. Nexverra may use, reproduce, and commercialize Feedback without restriction, attribution, or compensation to you.

6.1 Fees & Invoicing

Access to paid Services is contingent upon payment of the applicable fees ("Fees") as specified in the relevant Order Form, proposal, or pricing page. All Fees are:

• Quoted in Indian Rupees (INR) unless otherwise specified in writing for international engagements;
• Due and payable within the payment timeline specified in the applicable invoice or Order Form (standard: net 15 days from invoice date, unless otherwise agreed);
• Non-refundable except as expressly provided in these Terms or a separate written agreement, or where required by applicable law.

6.2 Subscription Billing

For recurring subscription-based Services:

• Subscriptions are billed in advance on a monthly or annual cycle, as selected at the time of purchase or set out in the Order Form;
• Unless you notify us in writing of your intent to cancel at least 15 days before the renewal date, subscriptions will automatically renew for an equivalent period at the then-current pricing;
• Downgrading your subscription plan mid-cycle will not result in a prorated refund for the current billing period;
• Upgrading your subscription plan mid-cycle will result in a prorated charge for the remainder of the current billing period.

6.3 Late Payment & Service Suspension

In the event of non-payment or payment failure:

• Nexverra Technologies will issue a written notice of overdue payment. You will have 7 calendar days from the date of such notice to cure the payment default;
• If full payment is not received within the cure period, Nexverra reserves the right to suspend access to the Services without further notice, including restricting data access and disabling API integrations;
• Overdue invoices will accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of full payment;
• Reinstatement of Services following suspension for non-payment may be subject to a reinstatement fee and clearance of all outstanding balances including accrued interest.

6.4 Refund Policy

Except as expressly stated in an applicable Order Form or as required by applicable consumer protection law, all Fees are non-refundable. We do not offer refunds for:

• Partial use of a subscription period;
• Failure to use purchased features or platform capacity;
• Termination initiated by Nexverra due to a breach of these Terms by the Client.

Refund requests in exceptional circumstances (e.g., service unavailability attributable to Nexverra) should be submitted to info@nexverratechnologies.com and will be assessed on a case-by-case basis.

6.5 Taxes & Levies

All Fees are exclusive of applicable taxes unless otherwise stated. You are solely responsible for paying all applicable taxes, duties, levies, and similar charges ("Taxes") imposed by any governmental authority on transactions under these Terms, including without limitation:

• Goods and Services Tax (GST) and applicable cess under Indian tax law;
• Withholding tax (TDS), where applicable under Indian domestic or tax treaty provisions;
• Value Added Tax (VAT), sales tax, or equivalent taxes applicable in your jurisdiction.

Where Nexverra Technologies is legally required to collect Taxes, such Taxes will be added to your invoice. Where you are entitled to withhold taxes and have done so in accordance with applicable law, you must provide Nexverra with the relevant withholding tax certificates.

6.6 Price Changes

Nexverra Technologies reserves the right to revise its Fees at any time. For existing subscriptions, price changes will take effect at the next renewal cycle following at least 30 days' prior written notice. Your continued subscription after the price change takes effect constitutes acceptance of the revised Fees.

7.1 General Uptime Commitment

Nexverra Technologies makes commercially reasonable efforts to maintain high availability of its hosted SaaS platforms. We target a monthly uptime of 99.5% for production environments, excluding scheduled maintenance windows and force majeure events.

7.2 Scheduled Maintenance

Planned maintenance activities — including security patches, infrastructure upgrades, and feature deployments — will generally be conducted during low-traffic periods (typically between 11:00 PM and 4:00 AM IST). Where a maintenance window is expected to cause downtime exceeding 30 minutes, we will provide at least 48 hours' prior notice via email or in-platform notification.

7.3 Standard Support

Standard support channels available to all active clients include:

• Email support at info@nexverratechnologies.com with a target first-response time of 1 business day;
• In-platform help documentation, knowledge base, and FAQs;
• Bug reporting through designated issue-tracking channels as communicated during onboarding.

7.4 Custom SLA Engagements

Specific, contractually binding Service Level Agreements — including guaranteed uptime percentages, response time commitments, escalation procedures, dedicated support channels, and service credits — are available as part of enterprise and custom development engagements, and are governed exclusively by a separately executed Master Service Agreement (MSA) or Service Level Agreement (SLA) between the parties. In the event of any conflict between these Terms and a separately executed MSA or SLA, the MSA or SLA shall prevail with respect to the subject matter of such conflict.

7.5 Exclusions

Nexverra Technologies shall not be responsible for downtime or degraded performance arising from:

• Client-side issues, including network outages, hardware failures, or misconfigured client environments;
• Third-party service failures (e.g., cloud providers, payment gateways, DNS providers) outside Nexverra's direct control;
• Force majeure events as defined in Section 13.4;
• Unauthorized modifications to the Services by the Client or its users;
• Client failure to apply recommended security patches or updates.

9.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEXVERRA TECHNOLOGIES EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES AS TO THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT AVAILABLE THROUGH THE SERVICES;
• WARRANTIES THAT ANY DEFECT OR ERROR IN THE SERVICES WILL BE CORRECTED.

No advice or information, whether oral or written, obtained from Nexverra Technologies or through the Services shall create any warranty not expressly stated in these Terms.

9.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEXVERRA TECHNOLOGIES' TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICES — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO NEXVERRA TECHNOLOGIES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY.

Where no fees have been paid (e.g., for free-tier or trial accounts), our total liability shall not exceed INR 5,000 (Indian Rupees Five Thousand).

9.3 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXVERRA TECHNOLOGIES, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE TO YOU FOR ANY OF THE FOLLOWING, REGARDLESS OF WHETHER NEXVERRA TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

• INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES;
• LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITIES, OR ANTICIPATED SAVINGS;
• LOSS, CORRUPTION, OR UNAUTHORIZED DISCLOSURE OF DATA OR INFORMATION;
• COST OF PROCURING SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY;
• BUSINESS INTERRUPTION OR OPERATIONAL DOWNTIME;
• LOSS OF GOODWILL OR REPUTATIONAL HARM;
• ANY OTHER ECONOMIC LOSS ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES.

9.4 Exceptions

The limitations in Sections 9.2 and 9.3 shall not apply to: (i) death or personal injury caused by Nexverra's gross negligence; (ii) fraud or fraudulent misrepresentation by Nexverra; or (iii) any other liability that cannot be excluded or limited by applicable law.

10.1 Client Indemnification Obligation

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Nexverra Technologies Private Limited, its directors, officers, employees, contractors, agents, affiliates, licensors, and successors ("Nexverra Indemnitees") from and against any and all claims, demands, actions, losses, liabilities, damages, penalties, fines, costs, and expenses — including reasonable legal fees and court costs — arising out of or related to:

• Your breach of any representation, warranty, obligation, or covenant under these Terms;
• Your violation of any applicable law, regulation, or third-party right, including intellectual property rights, privacy rights, or data protection obligations;
• Client Content uploaded, transmitted, or processed through the Services that infringes any third party's intellectual property, defames any person, or violates any applicable law;
• A data breach, security incident, or unauthorized disclosure of personal data to the extent caused by your negligence, misconfiguration, failure to apply security updates, or breach of these Terms;
• Any claims brought by your end-users, employees, or clients arising from your use of the Services or from products or services you have developed using Nexverra's white-label templates;
• Willful misconduct or gross negligence by you, your employees, contractors, or authorized users.

10.2 Indemnification Procedure

Nexverra Technologies will: (i) promptly notify you in writing of any claim subject to indemnification under this Section; (ii) give you reasonable control over the defense and settlement of such claim (provided that no settlement that imposes any obligation on or admission of liability by Nexverra shall be made without our prior written consent); and (iii) provide reasonable cooperation, at your expense, in connection with such defense. Nexverra reserves the right, at its own cost, to assume exclusive defense and control of any matter otherwise subject to your indemnification.

11.1 Termination by You

You may terminate these Terms and close your account at any time by: (i) providing written notice to info@nexverratechnologies.com with at least 15 days' advance notice prior to the next billing date; or (ii) following the account closure process within your account settings, where available. Termination does not entitle you to a refund of any prepaid Fees except as expressly stated herein.

11.2 Suspension or Termination by Nexverra Technologies

Nexverra Technologies may, at its sole discretion, immediately suspend or terminate your account and access to the Services, with or without prior notice (depending on the severity of the breach), upon the occurrence of any of the following:

• Your material breach of any provision of these Terms, including any violation of Section 4 (Acceptable Use);
• Non-payment of Fees beyond the cure period specified in Section 6.3;
• Your insolvency, bankruptcy, receivership, or assignment for the benefit of creditors;
• Any use of the Services that, in Nexverra's reasonable determination, poses a security risk, reputational harm, or legal liability to Nexverra or its users;
• A court order, regulatory directive, or applicable law requiring suspension or termination;
• Suspected fraudulent activity, unauthorized access, or abuse of the Services.

Where feasible and without prejudice to Nexverra's rights, we will provide you with advance notice and an opportunity to cure the breach within 7 calendar days before proceeding with termination, except in cases involving security threats, egregious conduct, or legal mandates.

11.3 Effect of Termination & Data Retrieval

Upon termination or expiration of these Terms for any reason:

• All licenses granted to you under these Terms shall immediately cease;
• You must promptly cease all use of the Services and delete any Nexverra software or materials in your possession;
• Subject to any applicable legal hold obligations, Nexverra will provide you with a 30-day data retrieval window ("Grace Period") following the effective termination date during which you may export or download your Client Data using available export tools;
• After the Grace Period, Nexverra will permanently delete your Client Data from its live systems in accordance with the Privacy Policy. Note that residual copies may exist in backup archives for an additional period consistent with our standard backup retention schedule, after which they too shall be purged;
• Accrued payment obligations and any provisions that by their nature should survive termination (including Sections 5, 9, 10, 12, and 13) shall survive the expiration or termination of these Terms.

11.4 Data Retrieval Assistance

If you require assisted data extraction beyond standard self-service export tools, you may request this service from Nexverra at info@nexverratechnologies.com. Such assisted extraction services may be subject to a separate professional services fee.

12.1 Governing Law

These Terms and any dispute, controversy, or claim arising out of or in connection with them — or their subject matter, validity, breach, or termination — shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles. For matters involving SaaS services and technology contracts, the Information Technology Act, 2000, the Indian Contract Act, 1872, and applicable rules and regulations thereunder shall apply as relevant.

12.2 Mandatory Good-Faith Negotiation

Before initiating any formal legal or arbitral proceedings, the disputing party must provide the other party with written notice describing the nature of the dispute in reasonable detail ("Dispute Notice"). Following receipt of a Dispute Notice, the parties shall attempt to resolve the dispute through good-faith negotiations involving senior representatives of each party for a period of not less than 30 calendar days from the date of the Dispute Notice ("Negotiation Period"). Either party may extend the Negotiation Period by mutual written consent.

12.3 Arbitration

If the parties are unable to resolve the dispute through negotiation within the Negotiation Period, the dispute shall be finally and exclusively resolved by binding arbitration conducted in accordance with the Arbitration and Conciliation Act, 1996 (India), as amended. The arbitration shall be:

• Conducted by a sole arbitrator mutually agreed upon by the parties, or appointed by the appropriate authority under applicable law in the absence of agreement;
• Held in Lucknow, Uttar Pradesh, India, unless the parties agree otherwise in writing;
• Conducted in the English language;
• Decided on the basis of documentary evidence and written submissions, unless the arbitrator determines that an oral hearing is necessary.

The arbitral award shall be final and binding on both parties, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.

12.4 Jurisdiction for Urgent Relief

Notwithstanding Section 12.3, either party may seek emergency injunctive relief, specific performance, or other urgent equitable remedies from the competent courts of Lucknow, Uttar Pradesh, India — and each party irrevocably submits to the exclusive jurisdiction of such courts for such purposes — where waiting for arbitration would cause irreparable harm (e.g., to enforce intellectual property rights, prevent data breach, or restrain prohibited conduct).

12.5 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE PROCEEDING, OR CONSOLIDATED ARBITRATION AGAINST NEXVERRA TECHNOLOGIES.

13.1 Entire Agreement

These Terms, together with the Privacy Policy, any executed Order Forms, Statements of Work, Master Service Agreements, Data Processing Agreements, and White-Label License addenda (each of which is incorporated herein by reference), constitute the entire agreement between you and Nexverra Technologies with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.

13.2 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed from these Terms if modification is not possible. The validity and enforceability of the remaining provisions shall not be affected.

13.3 Waiver

No failure or delay by Nexverra Technologies in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. A waiver of any particular provision in a specific instance shall not constitute a general waiver of that provision or of any other provision. All waivers must be in writing and signed by an authorized representative of Nexverra Technologies to be effective.

13.4 Force Majeure

Nexverra Technologies shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond our reasonable control, including without limitation: acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, governmental action or regulation, power outages, internet backbone disruptions, or failures of third-party infrastructure providers. We will use commercially reasonable efforts to mitigate the effects of such events and resume normal operations as soon as practicable.

13.5 Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without the prior written consent of Nexverra Technologies, which may be withheld in our sole discretion. Any purported assignment in violation of this Section is null and void. Nexverra Technologies may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of our assets, provided we notify you in writing within a reasonable time thereafter.

13.6 Notices

All legal notices required or permitted under these Terms must be in writing and delivered by: (i) registered mail or courier with acknowledgment of delivery to the addresses on record; or (ii) email to info@nexverratechnologies.com (for notices to Nexverra) or to the email address associated with your registered account (for notices to you). Notices shall be deemed received on the date of delivery confirmation.

13.7 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates or implies any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other in any manner without the other's prior written consent.

13.8 No Third-Party Beneficiaries

These Terms are for the sole benefit of you and Nexverra Technologies and their respective successors and permitted assigns. Nothing in these Terms, express or implied, creates or is intended to create any rights in any third party.