Effective August 19, 2026
These Terms of Service (“Terms”) govern access to and use of Nera Systems, Inc.’s (“Nera,” “we,” “us”) AI infrastructure platform, including the Nera ChatApp, Excel add-in, and API/SDK access (collectively, the “Service”). By creating an account, executing an Order Form, or using the Service, you (“Customer,” “you”) agree to these Terms.
If you’re entering into these Terms on behalf of a company or other legal entity, you represent you have authority to bind that entity, in which case “Customer” refers to that entity.
The Service does not constitute financial, accounting, legal, or other professional advice. Output generated through the Service is produced with the assistance of AI and is advisory. Numerical results are computed from Customer’s own data and are reproducible, but interpretive output should be reviewed by a qualified professional before it is relied upon. Customer is responsible for determining when output requires professional review.
Nera provides a platform that lets Customer run frontier AI models (currently Anthropic Claude and Google Gemini) against Customer’s own structured and numerical data, without exposing the underlying data values to Nera or to the model provider. The Service is described further at nera.systems/trust and in the applicable Order Form.
The Service is designed for structured and numerical analytics. Document and unstructured-text analysis is not offered as of the effective date of these Terms, and Nera does not warrant fitness of the Service for out-of-scope use cases.
Nera may modify or update the Service from time to time. We’ll provide reasonable notice of material changes that reduce functionality Customer relies on.
Customer is responsible for maintaining the confidentiality of account credentials and for all activity under its account. Customer will notify Nera promptly of any unauthorized use.
Customer will pay the fees specified in the applicable Order Form or, absent an Order Form, as published at nera.systems/pricing at the time of purchase, which is incorporated into these Terms by reference. Nera may update published pricing from time to time; changes apply at Customer’s next renewal, not mid-term.
Payments are processed by Stripe. By providing payment information, Customer authorizes Nera (via Stripe) to charge the applicable fees.
Fees are exclusive of applicable taxes, which Customer is responsible for, excluding taxes on Nera’s net income.
If undisputed fees remain unpaid ten (10) days after Nera provides written notice of non-payment, Nera may suspend Customer’s access to the Service until payment is made. Nera does not charge late fees or interest on overdue amounts. Suspension does not relieve Customer of its obligation to pay fees for the remainder of the subscription term.
As between the parties, Customer owns all data it submits to the Service (“Customer Data”). Nera claims no ownership interest in Customer Data.
Customer grants Nera a limited license to Process Customer Data solely to provide the Service, as further described in the DPA.
Nera does not use Customer Data to train or improve any AI model, Nera’s or a third party’s. This is both a contractual commitment under these Terms and an architectural fact: the underlying data values are not accessible to Nera or to the model provider in readable form.
If Customer provides feedback or suggestions about the Service, Nera may use that feedback without restriction or obligation to Customer.
Customer will not, and will not permit others to: (a) use the Service to violate applicable law; (b) attempt to reverse-engineer or bypass the Service’s security architecture; (c) use the Service to process data Customer does not have the right to process; (d) resell or sublicense the Service without Nera’s written consent; or (e) use the Service in a manner that threatens its integrity or availability.
Nera retains all right, title, and interest in the Service, including its underlying technology, excluding Customer Data.
Except as expressly stated, nothing in these Terms grants either party rights to the other’s intellectual property.
Each party will protect the other’s Confidential Information with the same degree of care it uses for its own similarly sensitive information, and not less than reasonable care, and will use it only to perform under these Terms. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the disclosing party’s Confidential Information; or (d) is rightfully received from a third party without confidentiality obligation. These obligations survive for three (3) years after termination of these Terms; for Customer Data specifically, the DPA governs.
Nera warrants the Service will perform materially in accordance with its documentation. Nera’s architectural claim, that Customer’s underlying data values are not exposed to Nera or the model provider in readable form, is a core representation under these Terms, not merely marketing language.
EXCEPT AS EXPRESSLY WARRANTED ABOVE, THE SERVICE IS PROVIDED “AS IS.” NERA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NERA DOES NOT WARRANT THAT AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR ERROR-FREE; OUTPUT IS ADVISORY AND SHOULD BE REVIEWED BY A QUALIFIED HUMAN BEFORE RELIANCE.
EXCEPT FOR THE EXCLUDED CLAIMS DEFINED BELOW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR THE EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO NERA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
“Excluded Claims” means: (a) either party’s breach of Section 7 (Confidentiality) or Nera’s breach of the DPA, including a breach of the architectural warranty in Section 8.1; (b) either party’s indemnification obligations under Section 10; (c) either party’s gross negligence or willful misconduct; and (d) Customer’s payment obligations under Section 3.
Nera will defend Customer against any third-party claim alleging that the Service, as provided by Nera and used as permitted under these Terms, infringes that third party’s intellectual property rights, and will indemnify Customer against amounts finally awarded or agreed in settlement of such claim. If the Service is subject to such a claim, Nera may, at its option, modify the Service to be non-infringing, procure the necessary rights, or terminate the affected Service and refund prepaid unused fees.
Customer will defend Nera against any third-party claim arising from Customer Data, Customer’s use of the Service in violation of these Terms or applicable law, and will indemnify Nera against amounts finally awarded or agreed in settlement of such claim.
The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim (provided that late notice relieves the indemnifying party only to the extent it is prejudiced); (b) give the indemnifying party sole control of the defense and settlement (except that any settlement requiring the indemnified party to admit liability or pay unindemnified amounts requires its prior written consent); and (c) provide reasonable cooperation at the indemnifying party’s expense.
These Terms remain in effect for the subscription term specified in the applicable Order Form, renewing as specified there.
Either party may terminate for the other’s material breach if not cured within thirty (30) days of written notice.
Upon termination, Customer’s access to the Service ends, and Nera will handle Customer Data per the deletion terms in the DPA.
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California, for any dispute arising out of or relating to these Terms, and waive any objection to venue in those courts. These Terms do not include a mandatory arbitration provision.
Except for Excluded Claims (Section 9.3), any claim arising out of or relating to these Terms must be brought within one (1) year after the cause of action accrues, or it is permanently barred.
Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all assets.
These Terms, the DPA, and any Order Form constitute the entire agreement between the parties regarding the Service, superseding prior agreements on the subject.
Nera may update these Terms from time to time, with notice for material changes.
Neither party is liable for delays caused by circumstances beyond its reasonable control.