LEGAL TERMS OF SERVICE
Last updated: August 31, 2026
NXCLOUD TERMS OF SERVICE
Welcome, and thank you for your interest in the online services collectively known as NXCLOUD, along with any related websites, networks, applications, software and other services and related documentation provided by NXCLOUD (collectively, the "Services"). These Terms of Service are a legally binding agreement between you and NXCLOUD regarding your use of the Services. For the purposes of these Terms of Service, "NXCLOUD," "we," "our," and "us" refer to the applicable NXCLOUD contracting entity.
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING "I ACCEPT," BY DOWNLOADING OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS.
OUR WEBSITE AND SERVICES ARE ONLY AVAILABLE TO COMPANIES OR OTHER ORGANISATIONS THAT ARE LEGALLY REGISTERED UNDER THE LAWS OF THEIR DOMICILE AND HAVE THE CAPACITY AND ABILITY TO PERFORM THEIR OBLIGATIONS UNDER THIS AGREEMENT. PLEASE DO NOT CONTINUE TO USE THE SERVICES PROVIDED BY US IF YOU DO NOT MEET THESE QUALIFICATIONS. WE HAVE THE RIGHT TO TERMINATE THE PROVISION OF SERVICES TO YOU AT ANY TIME.
IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE NXCLOUD'S PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND NXCLOUD'S PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY NXCLOUD AND BY YOU TO BE BOUND BY THESE TERMS.
In these Terms of Service we cover the following topics:
Section 1: Definitions- Section 2: Scope
- Section 3: Your Right and Obligations
- Section 4: NXCLOUD Rights and Obligations
- Section 5: Fees and Payment
- Section 6: Confidentiality and Publicity
- Section 7: Intellectual Property Rights
- Section 8: Promise
- Section 9: Indemnification and Disclaimer
- Section 10: Force Majeure
- Section 11: General
- Section 12: Contact Us
Section 1: Definitions
Agreement: these Terms of Service are a legally binding agreement between you and NXCLOUD regarding your use of the Services. Each agreement and/or "Order Form" entered into by and between you and NXCLOUD, to which these Terms of Service shall apply.
Applicable Law: then-current national, local or other law, rule, regulation, enforceable regulatory guidance, order, judgment, decree, or ruling in any jurisdiction in which you access and use the Services, including but not limited to, data protection and privacy regulations, guidelines, conditions, policy rules and/or regulations, guidelines, conditions of Operators applicable to the Service and/or End User Service.
Customer: the Party with whom NXCLOUD enters into an agreement. More commonly referred to in this agreement as "you".
Customer Materials: all information, data, content, and other materials, in any form or medium, that is provided by or on behalf of you to NXCLOUD.
NXCLOUD: the NXCLOUD group company entering into the agreement with you as identified in the applicable Agreement.
NXCLOUD IP: the service, the software and the NXCLOUD Platform, and any improvements, modifications or enhancements to or derivative works of the foregoing, and all intellectual property rights in and to any of the foregoing.
NXCLOUD Platform: NXCLOUD's computing environment designed to provide the Service and to establish the connection between NXCLOUD and you.
Intellectual Property Rights: all intellectual property rights of any nature whatsoever throughout the world and for the full duration of any and all intellectual property protection afforded to the same including all: (a) patents, registered trademarks, service marks, copyright, designs and any and all applications for registration of any of the same wheresoever made; (b) unregistered trademarks, service marks, designs, design right and copyright; and (c) know how, trade secrets howsoever arising and any right or interest in any of the foregoing.
Effective Date: means the date on which a particular agreement comes into effect.
End User: a natural person or legal entity authorized by you to make use of your end user services.
End User Service: the service you provide to your end users.
Operator: an electronic communications service provider, or provider of over the top communication services that provides (wireless) messaging, voice and data communication and other related services to its customers including NXCLOUD, its subscribed end users and other Operators.
Personal Data: any information relating to an identified or identifiable natural person ("data subject"); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Service(s): the service NXCLOUD provides to you under the agreement, which may include electronic communications, professional services, providing access to applications as software as a service, services that provide both platform services, including access to and use of the NXCLOUD Platform, any application programming interface (NXCLOUD API) and/or communications services used in connection with the NXCLOUD Platform or NXCLOUD APIs.
Working Day: Monday to Friday from 9 a.m. to 6.00 p.m., in accordance with the time zone per the NXCLOUD entity providing the Service, excluding generally recognized public holidays.
Section 2: Scope
2.1 These Terms of Service apply to all agreements between NXCLOUD and you unless the Parties have expressly agreed otherwise in writing.
2.2 The applicability of any general (purchasing) terms used by service, or any other terms and conditions other than included in the agreement and these Terms of Service, is hereby expressly excluded.
2.3 The Parties hereby agree that any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by law. For the purpose of these Terms of Service, any reference to "written" or "in writing" means any form of written communication, including, without limitation, electronic signatures, and any such written communication may be transmitted by electronic transmission.
2.4 Applicable law applies to the end user services offered by customer to its end users in the country where the end user service is delivered. You shall familiarize yourself with such applicable law (including obtaining independent legal advice if necessary) applicable to the end user service. NXCLOUD makes no warranties and assumes no liability in this regard.
2.5 The NXCLOUD PRIVACY POLICY forms an integral part of these Terms of Service and the agreement between customer and NXCLOUD covering customer's use of the services.
Nothing in this Section 2.5 constitutes your consent to any processing that requires separate consent under applicable law; such consent, where required, will be sought separately.
2.6 Security Certifications. NXCLOUD has obtained and maintains ISO/IEC 27001 (Information Security Management), ISO/IEC 27701 (Privacy Information Management), and ISO 9001 (Quality Management) certifications applicable to the systems supporting the Services, each subject to periodic independent audit and recertification.
Section 3: Your Right and Obligations
3.1 Registration and use
3.1.1 By completing the registration process or by actually using the Service in a manner permitted by other platforms, you confirm that you are a legal entity or other organisation with full legal capacity and the capacity to act in accordance with civil law. If you do not have the above qualifications, please do not use the Service, otherwise you and your legal guardian will bear all consequences arising therefrom, and NXCLOUD has the right to cancel (permanently freeze) your account and claim damages from you and your legal guardian. If you register on behalf of a company or other legal entity, or use the Services in a manner permitted by other platforms, you represent and warrant that you have the right to bind such company or legal entity to the terms of this Agreement.
3.1.2 You shall provide the Registration Information as required by the Platform and ensure that the Registration Information provided is true and valid. If any of your relevant Registration Information changes, you shall update the relevant Registration Information within one business day of the change. If your Registration Data is false, inaccurate, or not updated in a timely manner, NXCLOUD has the right to suspend your Services, resulting in any loss or liability to you.
3.1.3 You agree that the account name, logo, profile and other information you register will not contain any illegal or unfavourable information, that you will not impersonate any other person, that you will not register on behalf of any other person without permission, that you will not register accounts in a way that may mislead other users, and that you will not use a username that may infringe the rights and interests of others; otherwise, NXCLOUD has the right to refuse registration or to suspend the service and revoke the account, and you will be liable for any losses incurred as a result.
3.1.4 You understand and agree that ownership of the registered account is vested in NXCLOUD. Upon completion of the registration, you will only receive the right to use the account. Otherwise, NXCLOUD has the right to revoke the account immediately and without notice, and you shall bear the losses resulting from the deletion or loss of all data, information, etc. caused by your use of the Service.
3.1.5 Upon successful registration, NXCLOUD will verify your identity using your account and password. You are responsible for maintaining the confidentiality of your account and password and are solely responsible for all activities that occur under your account and password. Your account and password may not be transferred, assigned or inherited in any way (except for property rights and interests related to the account), unless otherwise provided by law or court order and with the consent of NXCLOUD.
3.1.6 You understand and agree that if you do not access your account for more than 6 consecutive months, NXCLOUD has the right to recover the account for the purpose of website optimisation management, and you shall bear the related expenses and responsibilities.
3.1.7 After an account has been terminated or cancelled in accordance with this agreement, NXCLOUD has the right to deal with the relevant content and information of the account, including but not limited to deletion, and does not have to bear any liability towards the user.
3.2 Occupancy and access services
3.2.1 Admission: You shall register with NXCLOUD and submit the relevant materials as required by the platform before you can complete the developer approval process. After successful admission, the account will be opened automatically.
3.2.2 Access to Services: You shall select and apply for the appropriate API Call Authorisation with Communication Capability and confirm the appropriate Terms of Service. Once granted the appropriate communication capability authority after verification, you can log in to the Administration Console to perform service management and other operations.
3.3 Specifications for use
3.3.1 You will only use the Services for their intended and normal purpose and/or for the purposes agreed and described in the Agreement. Without limitation, you may not: (i) reverse engineer or otherwise attempt to gain unauthorised access to any component of the Service; (ii) resell the Service or otherwise use, or permit any other person to use, the Service for any purpose other than for your benefit in accordance with the Agreement; (iii) interfere with or (attempt to) disrupt the integrity or performance of the Service or any data or content contained in or transmitted by the Service; (iv) collect any data from or about the Service, except for service features provided by NXCLOUD and used expressly for such purposes; or (v) use the Service or any NXCLOUD Confidential Information for benchmarking or competitive analysis of competitive or related products or services, or to develop, market, license or sell any product, service or technology that directly or indirectly competes with the Service.
3.3.2 You will take effective measures to prevent hacking, password theft, illegal page requests and other illegal actions that endanger the information security of the communications business. You shall properly keep the interface and account password of this service and ensure the security of the terminal and network for your own use. All actions performed using the account password shall be deemed to be your actions, and the consequences of the loss or theft of the account password and network insecurity shall be borne by you.
3.3.3 You agree not to modify or interfere or attempt to modify or interfere in any way with the Platform or any other NXCLOUD website or system or any part or function of the NXCLOUD website, system or code provided to you. If you violate the above terms and conditions, NXCLOUD has the right to take measures such as warning, limiting the service, taking the application offline, deleting the application, suspending or terminating the service.
3.3.4 You are legally responsible for your own actions in using the Platform Services and for the rights and obligations between you and your clients. You shall independently develop and independently operate the application results of the Platform Services. NXCLOUD shall not be involved in the operation of your application, and you shall carry out the operation of the application in accordance with the law and independently bear the corresponding legal liability. You agree to indemnify and hold NXCLOUD and its affiliates and partners harmless from and against any and all claims, demands, or losses by any third party resulting from or arising out of any violation of this Agreement or the relevant Terms of Service.
3.3.5 You shall meet the technical and commercial requirements of NXCLOUD for the interface.
3.3.6 You may not sell, exchange, lend, sublet or sublicense the services, interfaces, data, etc. of this Agreement, in whole or in part, to any third party.
3.3.7 You agree to abide by the platform rules and specifications formulated by NXCLOUD, and to abide by the corresponding appendix according to the selected services.
3.3.8 You will not breach the Agreement or use any of the resources of the Platform in an unlawful manner; you will not sell, transfer or assign the code, API, development tools and other Platform service resources to any entity or person; you will only have the right to use the services of the Platform in a lawful manner in accordance with this Agreement.
Section 4: NXCLOUD Rights and Obligations
4.1 NXCLOUD has the right to modify and upgrade the Platform and other operations, and has the right to formulate and modify the Platform and Service specifications. As soon as the specifications are published on the websites of NXCLOUD and its affiliated companies, they become part of this Agreement and you must comply with them. Failure to do so will result in the automatic termination of this Agreement.
4.2 NXCLOUD has the right to inspect and monitor your services for the purpose of preventing, detecting and investigating fraud, security threats, illegal activities or violations of agreements, policies or rules with you or your affiliates. NXCLOUD reserves the right to suspend or terminate the Services provided to you at its sole discretion, based on complaints from end users or third parties and NXCLOUD's monitoring and inspection of the Services.
4.3 NXCLOUD has the right to change some or all of the functions of its services if necessary. If the change of functions may cause an interruption or termination of the daily services, NXCLOUD will notify you and complete the repair of basic functions as soon as possible. You may choose to continue using the adjusted service features or to discontinue using the Platform Services.
4.4 Your application and the business you operate must not cause any actual or potential damage or conflict of interest to NXCLOUD and its affiliates, otherwise NXCLOUD has the right to immediately notify you and terminate all services provided by the Platform to users without any legal liability or compensation, and NXCLOUD reserves the right to pursue your corresponding liability.
Section 5: Fees and Payment
5.1 Fees. You agree to pay the fees set forth in the applicable invoice.
5.2 Taxes and Communications Surcharges. All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction ("Taxes"). You will pay all Taxes in connection with this Agreement, excluding any taxes based on NXCLOUD's net income, property, or employees. Taxes will be shown as a separate line item on an invoice.
5.2.2 Exemption. If you are exempt from paying certain Taxes, you will provide the necessary exemption information or a valid exemption certificate via e-mail to billing@nxcloud.com. If the appropriate authority determines you are not exempt, you will promptly pay such Taxes plus any applicable interest or penalties.
5.3 Payment Terms. Payment obligations are non-cancelable and Fees, once paid, are non-refundable, except as otherwise expressly set forth.
5.4 Credit Card. If you add funds by credit card, you are responsible for ensuring such funds cover the Fees due. If your account has insufficient funds, NXCLOUD may suspend Services until Fees are paid in full, and you are prohibited from creating new accounts until then.
5.5 Collection. Any company in the NXCLOUD group has the right to collect your payment.
Section 6: Confidentiality and Publicity
6.1 "Confidential Information" means any information that one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with the Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered confidential. The Service will be deemed Confidential Information of NXCLOUD. Confidential Information excludes information that: (i) is or becomes publicly known other than through breach of this Agreement; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is rightfully acquired from a third party without breach of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.
6.2 The Receiving Party will maintain the Disclosing Party's Confidential Information in strict confidence and will not use it except as necessary to perform its obligations, disclosing only to personnel with a bona fide need to know who are bound by at least equally protective confidentiality obligations, or as required by a court, administrative agency, stock market or governmental body (with reasonable notice to allow the Disclosing Party to seek a protective order).
6.3 Each Party's obligations regarding Confidential Information are effective as of the Effective Date and expire three (3) years after termination of the Agreement, except for trade secrets, which remain protected for as long as they qualify as such under Applicable Law.
6.4 These Terms of Service constitute Confidential Information of each Party, but may be disclosed on a confidential basis to a Party's advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding for due diligence purposes.
6.5 You hereby grant NXCLOUD the right to use your name, trademark(s) and company logo in NXCLOUD's marketing, sales, financial and public relations materials to identify you as a customer. Subject to NXCLOUD's prior written consent, NXCLOUD grants you the right to use NXCLOUD's name and logo solely to identify NXCLOUD as a provider of services to you. Neither party shall otherwise use the other's name, trademarks, logos, URLs or specifications without prior written consent.
Section 7: Intellectual Property Rights
7.1 NXCLOUD or other rights holders lawfully own the intellectual property rights to all content on the Platform, including works, images, archives, information, materials, website structure, arrangement and page design. No one may use, modify, reproduce, publicly display, alter, distribute, or publicly perform the Platform's programs or content without written permission.
7.2 The intellectual property rights of an application independently developed by a developer belong to the owner; the owner grants NXCLOUD and its affiliates a free, perpetual, irrevocable, non-exclusive, transferable and assignable licence to use, access and demonstrate the products of the NXCLOUD application development platform worldwide, unaffected by termination of the parties' cooperation.
7.3 Systems, codes, data, and trademarks involved in project cooperation under this Agreement are the property of both parties in accordance with the law. Neither party shall use, modify, copy, publicly disclose or distribute such systems, codes, data or trademarks without the other's written consent, failing which the rights holder may terminate this Agreement immediately and claim compensation for all losses (including investigation, notarisation and legal fees).
7.4 You may not reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy or create derivative works of NXCLOUD based on the technical interface, source code, algorithms, etc. that are open to cooperation in this project without express permission.
Section 8: Promise
Anti-Corruption and International Trade Laws. Each party (a) warrants that it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export control and other international trade laws, regulations and governmental orders ("Anti-Corruption and Trade Laws") applicable to the jurisdiction in which the Services are provided, and (b) represents that it has not made, promised or authorised any payment or other thing of value in violation of any Anti-Corruption and Trade Laws. Each party represents that it (and its end users) is not on any governmental Sanctions List. If placed on a Sanctions List, you will immediately cease using the Services and terminate your End Users' access as applicable.
Section 9: Indemnification and Disclaimer
9.1 By Customer. Customer acknowledges that access to the internet, telecommunication networks and other communication media is subject to uncertainties. NXCLOUD does not warrant that the Services are or will be completely error-free, bug-free or uninterrupted, and shall not be liable for stoppages, slowdowns or interruptions due to circumstances beyond its control.
9.1.2 Customer agrees to defend, indemnify, and hold harmless NXCLOUD, its Affiliates, and their respective personnel from Losses incurred in connection with third-party claims arising from: (i) unauthorized use of the Services, including violations of applicable law, by Customer or its Affiliates, users, employees, agents, or subcontractors; (ii) claims relating to Customer Data; or (iii) gross negligence, fraud or willful misconduct of Customer or its Affiliates, employees, agents or subcontractors.
9.2 By NXCLOUD. NXCLOUD agrees to defend, indemnify and hold harmless Customer against Losses arising from third-party claims relating to (i) infringement of third-party Intellectual Property Rights due to Customer's authorized use of the Services (other than Customer Data); or (ii) gross negligence, fraud or willful misconduct of NXCLOUD or its employees, agents, or subcontractors. NXCLOUD has no liability for Losses arising from combination of the Services with non-NXCLOUD hardware/software/services, or use of sample/reference code.
9.3 Procedure. NXCLOUD's total liability, if any, arising out of or in connection with this Agreement (whether in contract, tort or otherwise) shall not exceed the fees paid during the six (6) months immediately prior to the event giving rise to the liability.
9.4 Disclaimer of Warranties. Except as specifically set forth in this Agreement, Sales Order, or applicable Service Level Agreement, to the maximum extent permitted by applicable law, the Services and NXCLOUD Content are provided "AS IS," "AS AVAILABLE," and without warranty of any kind, express or implied, including implied warranties of title, non-infringement, merchantability, quality, and fitness for a particular purpose. NXCLOUD does not warrant that the Services will be secure or available at any particular time, that defects will be corrected, or that content on NXCLOUD websites is accurate, error-free or complete. Except as otherwise agreed in a signed Business Associate Agreement, NXCLOUD makes no representation that the Services will comply with HIPAA.
Section 10: Force Majeure
If the performance of this Agreement is impossible, unnecessary or pointless due to force majeure or other unforeseen circumstances, the party suffering the force majeure or unforeseen circumstance shall not be liable. Force majeure and unforeseen events are objective events that are unforeseeable, unavoidable or insurmountable and have a significant impact on one or both parties, including natural disasters, wars, riots, government actions, disruption of main telecommunications lines, hacking, network congestion, technical adjustment of telecommunications departments, and government control.
Section 11: General
11.1 Independent Contractors. The relationship of the parties is that of independent contractors; neither party may act as the other's agent or direct the other's day-to-day activities. Financial and other obligations of each party's business are its sole responsibility.
11.2 Non-Assignability and Binding Effect. Neither party may assign or transfer its rights or obligations without the other's prior written consent, except that NXCLOUD may freely assign or transfer these Terms without your consent in connection with a merger, acquisition or sale of assets, or as part of a corporate reorganization. These Terms bind and inure to the benefit of the parties and their successors and permitted assigns.
11.3 Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in the NXCLOUD Privacy Policy. Notices sent electronically satisfy any legal requirement that communications be in writing.
11.4 Force Majeure. NXCLOUD shall not be liable for failure or delay in performance due to force majeure, including natural disasters, government acts, changes in law, strikes or unrest, or other significant changes of circumstance. If such an event persists for more than 15 calendar days, NXCLOUD may terminate these Terms by immediate written notice, without liability.
11.5 This Terms of Service and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed and enforced in accordance with the laws of Singapore. Any dispute shall first be resolved primarily through negotiation between the Parties. If not resolved within thirty (30) calendar days from commencement of amicable dispute resolution, either party may submit the dispute to the Singapore International Arbitration Centre (SIAC). Proceedings shall be held in English, and the arbitrator's decision shall be final and binding.
11.6 Waiver and Severability. A waiver of any breach does not waive any other breach, and delay in exercising a right is not a waiver of it. If any part of these Terms is unenforceable, the remaining portions remain in full force and effect.
11.7 No Third-Party Beneficiaries. These Terms are not intended to confer benefits on any third party except as expressly stated. End Users are not third-party beneficiaries to these Terms.
11.8 Modification of these Terms, the Privacy Policy and the Cookies Policy. NXCLOUD may amend these Terms, including the Additional Terms, from time to time by posting updated versions to the NXCLOUD site. Unless otherwise indicated, material amendments take effect no earlier than 30 calendar days after posting; changes to Services or product functionality take effect immediately. NXCLOUD will use reasonable efforts to notify you of changes, but you are responsible for periodically checking these Terms. Continued use constitutes acceptance. Amended terms are not applied retroactively.
11.9 Language. All communications and notices in relation to these Terms shall be made in English or Chinese. To the extent any translations are made, the English version shall prevail.
11.10 Notice. Any notice required or permitted under these Terms will be effective if in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate address, with postage affixed. Notices, communications, or disclosures sent electronically by NXCLOUD shall be deemed valid and binding.
Section 12: Contact Us
If you have any questions, comments or suggestions regarding these Terms of Service, you can contact us by Email: compliance@nxai.com, Telephone Number: +65-31292899. We will respond to your request within 15 days.
