Terms of Service

0. Company Information

• Registered name: Lofty Mems Co., Ltd. (嶸惠有限公司)
• Brand: NEXUPIRA
• Tax ID (統編): 54335019
• Responsible person: Wen-Pin Wu
• Registered address: No. 75, Xing'er St., Taoyuan Dist., Taoyuan City 330074, Taiwan (R.O.C.)
• Support: [email protected]

1. Service Description

Nexupira is an AI-powered platform that connects productivity tools, sensors, and field hardware, allowing users to automate workflows through natural-language instructions. The Service is in active development; features and availability may change without notice. NEXUPIRA is bring-your-own-key (BYOK): you connect your own LLM provider API key, the provider bills you for model usage, and NEXUPIRA provides no default model.

2. Who These Terms Apply To

These Terms govern individual, self-serve use of the Service — Free and Pro accounts created through our website or app, whether for personal or professional purposes.

Business, Teams and Enterprise customers. Team, Enterprise and custom-development engagements are provided under a separate written agreement between Nexupira and the customer organisation (for example a master services agreement, order form, statement of work and, where applicable, a data processing agreement). Where such an agreement exists, it governs the organisation's and its authorised users' use of the Service, and prevails over these Terms in case of conflict. Organisation-level features (shared workspaces, seat management, role-based access, on-premises or sovereign deployment, SLAs and service credits) are only available under such an agreement. Contact [email protected] to arrange one.

If you use a self-serve account in the course of your work without such an agreement, these Terms apply to you personally and, to the extent you have authority to bind it, to your organisation.

3. Eligibility

You must be at least 18 years old, or the age of legal majority in your jurisdiction if higher, to use the Service. Because the Service requires you to connect your own paid API keys and, for paid plans, a payment method, it is not offered to minors. By using the Service you represent that you meet this requirement and have the legal capacity to enter these Terms.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose, fraud, harassment, or to harm others.
• Attempt to reverse-engineer, decompile, scrape, or circumvent rate limits, security controls, or access restrictions.
• Upload content that infringes third-party rights, contains malware, or violates applicable laws.
• Use the Service to send spam, phishing, or unsolicited bulk communications.
• Interfere with the Service's operation, security, or other users' access.
• Use the Service to develop a competing product.
• Use the Service, or any AI model connected through it, in violation of the usage or acceptable-use policies of the model provider whose key you connect. A provider's suspension of your key for policy violations is a matter between you and the provider.
• Use the Service as the sole basis for decisions that affect a person's legal rights, safety, health, employment, credit or access to essential services without meaningful human review.

5. Account and Credentials

You are responsible for safeguarding any credentials, API keys, or OAuth tokens you connect to the Service, and for all activity that occurs through them. API keys you connect are stored encrypted and used only to serve your own requests. Notify us at [email protected] immediately if you suspect unauthorised access.

6. Intellectual Property, Your Content and Outputs

• The Service — including its software, design, content, trademarks, and branding — is owned by Nexupira and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our prior written permission.
• Your Content. Content you create, upload, or input into the Service ("Your Content") remains yours. You grant us a limited, non-exclusive, worldwide, royalty-free licence to process Your Content solely for the purpose of operating and improving the Service for you.
• Outputs. Content generated for you by the Service or by an AI model connected through it ("Outputs") is yours to use. To the extent we hold any right, title or interest in Outputs, we assign it to you. Because AI models generate text from patterns, Outputs may not be unique and may be similar to Outputs generated for other users; we make no claim to those. You are responsible for reviewing Outputs before relying on or publishing them, and for how you use them.
• No training. We do not use Your Content or Outputs to train AI models, and we do not permit third parties to do so through the Service. Your chosen model provider's handling of data you send it is governed by that provider's terms (see Section 8).

7. Feedback

If you send us suggestions, bug reports or other feedback about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use it for any purpose without obligation to you. Feedback does not include Your Content or Outputs.

8. Third-Party Services

The Service connects to third-party platforms (Google, Slack, GitHub, Notion, Linear, AI model providers, and others) at your direction. Your use of those platforms is governed by their own terms and privacy policies. We are not responsible for the availability, accuracy, or actions of any third-party service.

Third-party AI models (bring your own key). The Service provides no built-in AI model. Every AI feature runs through an API key or endpoint that you supply for a third-party model provider of your choice (for example OpenAI, Anthropic, Google, xAI, OpenRouter, Hugging Face, Groq, or a custom OpenAI-compatible endpoint). Your relationship with that provider — including its terms of service, privacy policy, pricing, quotas, and availability — is between you and the provider. We do not resell, meter, or bill model usage. We are not responsible for a model's output (including its accuracy, completeness, bias, refusals, or fitness for any purpose), its latency, its cost, or any interruption or change of the provider's service. You choose the provider and the model, and you bear the associated fees and risks. Content you send through the Service is transmitted to the provider you selected and is subject to that provider's data-handling terms. Where the Service lists example providers or models, that is for convenience only and is not an endorsement.

9. Beta and Preview Features

The Service is currently offered as a closed beta, and we may at any time label individual features as beta, preview, experimental or early access ("Beta Features"). Beta Features are provided for evaluation, may be incomplete, may change or be withdrawn without notice, and may be subject to additional usage limits. Beta Features are provided "as is" without any warranty, and, to the maximum extent permitted by law, we accept no liability arising from their use. Do not rely on Beta Features for production or business-critical work.

10. Disclaimers

The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy, or non-infringement. We do not warrant that the Service will be uninterrupted, error-free, secure, or that AI-generated outputs will be accurate, complete, or suitable for any specific decision.

Decisions you make based on Service output are your responsibility. Do not rely on the Service for safety-critical, medical, legal, financial, or regulatory decisions without independent verification by a qualified professional.

11. Limitation of Liability

To the maximum extent permitted by law, Nexupira and its affiliates, directors, employees, and partners will not be liable for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunity, arising from or related to your use of the Service, even if we have been advised of the possibility of such damages.

Our total aggregate liability for any claim arising from these Terms or the Service is limited to NT$1,000 or the amount you have paid us in the prior twelve (12) months, whichever is greater.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for wilful misconduct or gross negligence, for death or personal injury caused by negligence, or rights you have as a consumer under mandatory consumer-protection law.

12. Indemnification

You agree to indemnify and hold harmless Nexupira and its affiliates from any claim, loss, liability, or expense (including reasonable legal fees) arising from: (a) your use of the Service in breach of these Terms; (b) Your Content; or (c) your violation of any third-party rights or applicable law.

13. Termination, Account Closure and Your Data

We may suspend or terminate your access at any time, with or without notice, if we believe you have violated these Terms, pose a risk to the Service or other users, or if a paid plan remains unpaid after we have notified you. You may stop using the Service and close your account at any time from account settings or by writing to [email protected].

When your account is closed, we delete or anonymise Your Content and account data within 30 days, except where we must retain records to meet legal, tax or accounting obligations (for example invoices) or to resolve a dispute. Export anything you want to keep before closing your account. Deletion from our systems does not affect data you have already sent to a third-party model provider or connected platform, which is governed by that party's terms.

Provisions that by their nature should survive termination — including Sections 6, 7, 10, 11, 12, 15, 19, 20 and 21 — will survive.

14. Changes to the Service and Terms

We may modify, suspend, or discontinue any part of the Service at any time. We may also update these Terms; we will revise the "Last updated" date and announce material changes by email or in-product notice before they take effect. For material changes that reduce your rights or increase your obligations under a paid plan, we will give at least 14 days' notice, unless a shorter period is required by law, a court order or an urgent security need. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms; if you do not agree, stop using the Service and cancel any subscription before the changes take effect.

15. Orders, Pricing and Payment

Paid services under these Terms include SaaS subscriptions, vertical module add-ons, and custom-development services.

• Pricing & currency: Taiwan (Chinese site) is priced in New Taiwan Dollars (TWD), including 5% VAT, with a government e-invoice issued; the international (English) site is priced in US Dollars (USD) and the Japanese site in Japanese Yen (JPY), with local taxes per the user's jurisdiction. Custom work follows the applicable quotation.
• Subscription & auto-renewal: Subscriptions are billed monthly or annually as a recurring charge. Unless cancelled before the period ends, the subscription auto-renews and is charged each period. You may cancel renewal anytime in account settings; service continues until the end of the paid period, with no refund for the unused remainder.
• 7-day free trial: A 7-day free trial is provided at no charge; if not cancelled before it ends, billing begins for the selected plan.
• Payment & authorization: We accept Visa/Mastercard, JCB, UnionPay and other major cards. Taiwan (TWD) transactions are processed by our payment service provider NewebPay (藍新金流科技股份有限公司) and its partner acquiring banks; international (USD and JPY) transactions are sold and processed by Paddle.com acting as our Merchant of Record. Subscribing authorizes recurring charges on the agreed cycle until you cancel.
• Refunds (non-refundable in principle): The Service is an online digital service supplied without a tangible medium. Consistent with international practice for digital services, by expressly consenting at purchase to immediate commencement of the service and acknowledging the resulting loss of any statutory cancellation / cooling-off right (the 7-day right under Taiwan's Consumer Protection Act, or the 14-day withdrawal right in the EU/EEA/UK and similar jurisdictions — for international transactions, as set out in Paddle's Buyer Terms), that right is lost once you begin accessing the service and thereafter fees are non-refundable; the 7-day free trial serves as the reasonable evaluation period. Exceptions: material non-performance attributable to us, duplicate charges, or billing errors will be corrected and over-collected amounts refunded; fees are non-refundable where termination results from your breach of these Terms. International refunds are handled by Paddle.com as Merchant of Record. See our Refund Policy for full details.
• Price changes: We may adjust prices for future periods with prior notice via the site or email; changes do not affect the already-charged current period.

16. Service Delivery, Activation and SLA

• Nature: NEXUPIRA is an online-only digital service (SaaS); no physical goods are shipped, and it is delivered as an online account upon registration and payment.
• Activation: Free and Pro plans are currently provisioned by application: after your request is approved and, for Pro, payment/subscription succeeds, we activate the account (normally within one business day; self-serve automatic activation will apply once public signup opens); module add-ons activate immediately upon purchase; Enterprise/Custom plans are provisioned within 5–10 business days after contract signing and first payment, with custom scope per the agreed schedule.
• Availability: Target monthly availability for paid plans is 99.5% (excluding scheduled maintenance and force majeure); Free plans are best-effort. A formal SLA and service credits will be published at General Availability. Availability of third-party LLM providers you connect is outside this target.
• Support response: Pro within 2 business days; Enterprise/Custom per contract with a dedicated contact.

17. E-Invoice

• Taiwan transactions are issued a government-certified e-invoice. Individuals (B2C) may store it to a mobile-barcode/Citizen-Certificate carrier or donate it; businesses (B2B) should enter the buyer's tax ID and title at purchase.
• Invoices are issued after successful payment and sent to the billing email you provide; please keep it accurate and active.
• For an incorrect tax ID/title or a cancelled transaction, contact [email protected] within the month of issuance (no later than the 10th of the following month) to correct or void-and-reissue.
• International (USD and JPY) transactions are sold by Paddle.com as Merchant of Record, which issues the invoice/receipt and collects and remits applicable taxes per the user's jurisdiction (not a Taiwan e-invoice).

18. Export Controls and Sanctions

You may not use the Service if you are located in, or are a resident or national of, a country or territory subject to comprehensive sanctions or embargoes, or if you are listed on, or owned or controlled by a party listed on, a government sanctions or restricted-party list. You agree to comply with applicable export-control and sanctions laws, and not to use the Service to export, re-export or transfer software, technology or data in violation of them.

19. Governing Law and Disputes

These Terms are governed by the laws of the Republic of China (Taiwan), without regard to conflict-of-law principles. Any dispute arising from these Terms or the Service shall be submitted to the Taoyuan District Court (臺灣桃園地方法院) as the court of first instance, except where mandatory consumer-protection law in your place of residence gives you the right to bring or defend a claim in another court, in which case that right is not affected.

20. Language

These Terms are published in English, Traditional Chinese and Japanese. For transactions billed in TWD by Lofty Mems Co., Ltd. in Taiwan, the Traditional Chinese version prevails in case of inconsistency; for all other transactions the English version prevails. The Japanese version is provided for convenience.

21. General

• Entire agreement. These Terms, together with the Privacy Policy, the Refund Policy and any plan-specific terms shown at purchase, are the entire agreement between you and Nexupira regarding self-serve use of the Service.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full effect and the invalid provision is enforced to the maximum extent permitted.
• Assignment. You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms to an affiliate or to a successor in a merger, acquisition or sale of assets, with notice to you.
• No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.
• Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, government action, or failures of the internet, utilities or third-party providers.

22. Contact

Questions about these Terms, orders, billing, or invoices: [email protected]. Account security and unauthorised-access reports: [email protected]. Business, Teams and Enterprise agreements: [email protected].