Terms of Use

These Terms of Use (the “Terms”) form a binding agreement between you (“Customer,” “you”) and Nexara Technologies (“Nexara,” “we,” “us”) and govern your access to and use of the Nexara software platform, including the operations console at www.nexaraos.com, the tracking application at track.nexaraos.com, the mobile tracker at app.nexaraos.com, our REST and WebSocket APIs, and any related services (collectively, the “Service”).

By creating an account, accessing the Service, or executing an order form that references these Terms, you accept these Terms. If you are entering into the Terms on behalf of a company or other entity, you represent that you have authority to bind that entity.

To use most parts of the Service you must register for an account. You agree to provide accurate information, keep credentials confidential, and accept responsibility for all activity under your account. Each individual user must have their own login — shared logins are not permitted. You will notify us promptly at support@nexaraos.com of any unauthorized access.

The Service is multi-tenant. If you are a distributor or reseller, the sub-tenants you create under your account remain your customers and your responsibility. You are accountable for your sub-tenants' compliance with these Terms.

Access to paid tiers of the Service is provided on a subscription basis. Pricing, billing cycle, included quotas, and overage rates are described on the pricing page or on a written order form between you and Nexara. Unless otherwise agreed, fees are billed in advance and are non-refundable.

We may change pricing for renewal terms with at least thirty (30) days' notice. If we change pricing during your active term, the change takes effect at your next renewal. Failure to pay invoices when due may result in suspension of the Service.

Subject to these Terms, Nexara grants you a limited, non-exclusive, non-transferable, revocable license during your subscription to access and use the Service for your internal business operations and, where applicable, to provide tracking services to your own customers as a sub-tenant model permits.

You agree not to:

• use the Service to violate any law, infringe rights of others, or transmit unlawful, harassing, or fraudulent content;
• track persons or assets without the legal right to do so — you are solely responsible for obtaining all required consents from drivers, employees, or other tracked parties;
• circumvent or attempt to circumvent rate limits, multi-tenant isolation, billing, or access controls;
• resell, sublicense, or expose the Service or its API to third parties except as expressly permitted by your subscription tier or order form;
• reverse-engineer, decompile, or extract source code from the Service except where this restriction is unenforceable by law;
• use the Service to build a competitive product, train machine learning models on output we produce, or benchmark the Service without our prior written consent.

“Customer Data” means data you or your sub-tenants upload to or generate within the Service, including device telemetry, geofences, alert rules, vehicle records, and user account information. As between the parties, Customer Data belongs to you. You grant Nexara a worldwide license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Service and to comply with law.

You are responsible for the lawful collection of Customer Data and for obtaining all required notices and consents from end users. Nexara processes Customer Data in accordance with our Privacy Policy, which is incorporated into these Terms by reference.

You may export your Customer Data through the Service's API at any time during your subscription. After termination, we will retain Customer Data for a reasonable period (typically 30 days) to allow for export, after which we may delete it.

Nexara owns and retains all right, title, and interest in the Service, including all software, APIs, documentation, designs, and trademarks, and all derivative works of the foregoing. Nothing in these Terms transfers ownership of any Nexara intellectual property to you. Feedback you provide may be used by Nexara without restriction.

Each party may receive confidential information of the other. Each party agrees to protect the other's confidential information with the same degree of care it uses to protect its own (and no less than reasonable care) and to use it only to perform under these Terms. Confidentiality obligations survive termination for three (3) years.

We work hard to keep the Service running, but we do not guarantee uninterrupted operation. Scheduled maintenance, third-party dependencies (cellular carriers, mapping providers, hardware manufacturers), and emergency security work may cause downtime. Specific service-level commitments, if any, are set out in your order form or in the SLA published on our site at the time of your subscription.

The Service is provided “as is” and “as available”. To the maximum extent permitted by law, Nexara disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Nexara does not warrant that the Service will be error-free, uninterrupted, secure against all threats, or that location data will be accurate or timely. The Service is not designed or intended for use in life-safety applications, emergency dispatch, regulated commercial driving compliance (e.g. HOS / ELD without our written certification), medical applications, or any environment where the failure of the Service could result in death, personal injury, or significant property damage.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or business opportunity, even if advised of the possibility of such damages. Each party's total aggregate liability arising out of or related to these Terms will not exceed the fees you paid to Nexara for the Service in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited or excluded under applicable law, including for fraud or gross negligence.

You will defend, indemnify, and hold harmless Nexara from and against any third-party claim arising out of (a) your or your sub-tenants' Customer Data; (b) your tracking of any individual without lawful authority or required consent; (c) your breach of these Terms; or (d) your violation of any law. Nexara will defend you against claims that the Service as provided by Nexara infringes a third party's intellectual property rights, subject to customary indemnification procedures and exclusions for modifications you make and combinations with non-Nexara products.

These Terms apply from the date you first access the Service and continue for the duration of your subscription. Either party may terminate for material breach not cured within thirty (30) days of written notice. Nexara may suspend or terminate the Service immediately if your use poses a security risk, may subject Nexara to legal liability, or violates Section 4 (Acceptable Use). On termination, your right to access the Service ends and outstanding fees become immediately due.

We may update these Terms from time to time. If we make material changes, we will notify you by email or by a prominent notice in the Service before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, for any dispute not subject to mandatory arbitration. To the extent permitted by law, the parties waive any right to a jury trial.

These Terms, together with any order form, are the entire agreement between the parties on this subject and supersede prior agreements. If any provision is held unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver. Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets. Notices to Nexara must be sent to support@nexaraos.com.

Questions about these Terms? Reach out at support@nexaraos.com.