Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Maxrall, Inc. ("Maxrall," "we," "us," or "our"), a corporation incorporated in Delaware, USA, governing your access to and use of our website at maxrall.com and any products and services we provide, including Nexrall (collectively, the "Services").

By accessing or using our Services, you confirm that you are at least 18 years of age (or the age of legal majority in your jurisdiction), or that you are at least 13 years of age and are using the Services with the consent and under the supervision of a parent or legal guardian who agrees to these Terms on your behalf. You further confirm that you have read and understood these Terms and agree to be bound by them. If you do not agree, do not use our Services.

Maxrall, Inc. is an artificial intelligence technology company. We develop and operate the following products and services (collectively, the "Services"):

• Nexrall (nexrall.com) — an AI-powered agentic platform for building software and knowledge work, including its web application, coding agent, writing agent, developer tools, and app store
• This corporate website (maxrall.com), which provides company information
• Future products and services as announced from time to time

Each product may have its own supplemental terms, policies, and plan-specific conditions. Those terms are incorporated into these Terms by reference, and where they govern a matter within that product they take precedence over these Terms for that matter.

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use our Services in any way that violates applicable local, state, national, or international law or regulation
• Transmit any unsolicited or unauthorized advertising or promotional material (spam)
• Attempt to gain unauthorized access to any part of our Services, servers, or systems
• Interfere with or disrupt the integrity or performance of our Services
• Reverse engineer, decompile, or disassemble any software used in connection with our Services
• Use any automated means to access our Services without our prior written consent
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Submit false, forged, altered, or misleading information or documents, or otherwise misrepresent your identity or your authority to act for a business
• Harvest, scrape, or bulk-collect data about other users from the Services, or use the Services to send unsolicited commercial communications
• Publish content that is fraudulent or deceptive, or that you do not have the right to publish
• Engage in any conduct that restricts or inhibits anyone's use or enjoyment of our Services

All content on this website and within our Services — including text, graphics, logos, images, audio, video, software, and code — is the property of Maxrall, Inc. or its licensors and is protected by applicable intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our website for personal, non-commercial purposes. This license does not include:

• Reproduction, duplication, or copying of any content for commercial purposes
• Modification or creation of derivative works based on our content
• Redistribution or public display without express written consent

Feedback. If you send us feedback, ideas, or suggestions about our Services, you grant Maxrall a perpetual, irrevocable, worldwide, royalty-free license to use, disclose, and incorporate that feedback into our products and services for any purpose, without any obligation or compensation to you.

Maxrall respects the intellectual property rights of others and expects users of our Services to do the same. If you believe that content accessible through our Services infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act (17 U.S.C. § 512) to our designated Copyright Agent with the following information:

• A physical or electronic signature of a person authorized to act on behalf of the copyright owner
• Identification of the copyrighted work claimed to have been infringed
• Identification of the material claimed to be infringing and information reasonably sufficient to locate it
• Your contact information, including address, telephone number, and email address
• A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
• A statement, made under penalty of perjury, that the above information is accurate and that you are authorized to act on behalf of the copyright owner

Notices should be sent to our Copyright Agent at dmca@maxrall.com. Maxrall will respond to valid notices in accordance with the DMCA, and may remove or disable access to allegedly infringing material and, in appropriate circumstances, terminate the accounts of repeat infringers. A user who believes their content was removed in error may submit a counter-notice in accordance with 17 U.S.C. § 512(g).

As an AI company, Maxrall develops products that use artificial intelligence and machine learning technologies. When using our AI-powered services:

• AI outputs are provided "as is" and may not always be accurate, complete, or appropriate for your specific situation
• You are responsible for reviewing and verifying any AI-generated content before relying on it
• You must not use our AI services to generate content that is illegal, harmful, deceptive, or violates any third party's rights
• We continuously improve our AI systems; capabilities and behaviors may change over time
• Treat any AI output as a starting point rather than as verified fact, and review anything that will be sent, published, or committed to a codebase in your name before you use it

Acting on AI output you did not review is your responsibility. Where an AI feature requires a permission or a connected third-party account in order to act, you are responsible for the scope of the access you grant it.

Some parts of the Services are free, and some require payment. Where a paid plan applies, it is billed as a subscription after any trial period.

• Billing. Paid subscriptions are billed in advance and processed by our third-party payment processor (currently Stripe). We do not store full payment card details on our own servers
• Renewal. Subscriptions renew automatically at the end of each billing period at the then-current price, unless cancelled before the renewal date
• Cancellation. You may cancel at any time from your account settings. Cancelling stops future renewals, and your access continues until the end of the period you have already paid for
• Price and plan changes. We may change our plans and prices. Where a change affects an active subscription, we will give you notice before it takes effect, and you may cancel before it applies
• Taxes. Fees are exclusive of taxes unless stated otherwise, and you are responsible for any applicable taxes

Your use of our Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to our collection and use of data as described in that policy.

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

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR AI OUTPUT

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAXRALL, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED ONE HUNDRED US DOLLARS (USD $100) OR THE AMOUNT YOU PAID US IN THE PAST TWELVE MONTHS, WHICHEVER IS GREATER.

You agree to defend, indemnify, and hold harmless Maxrall, Inc. and its officers, directors, employees, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or debt arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any third-party right, including intellectual property or privacy rights; or (d) any claim that your content caused damage to a third party.

Our Services are subject to the export control and economic sanctions laws of the United States, including the Export Administration Regulations (EAR) and regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). You represent and warrant that you are not:

• Located in, or a resident or national of, any country subject to a comprehensive U.S. embargo (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine)
• Identified on any U.S. government restricted-party list, including OFAC's Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce's Denied Persons or Entity Lists

You agree not to use, export, re-export, or transfer our Services or any content generated through them in violation of applicable export control or sanctions laws, and not to use our Services for any purpose prohibited by such laws, including the development of weapons of mass destruction.

Our website may contain links to third-party websites or services. These links are provided for convenience only. Maxrall has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party sites. We encourage you to review the terms and privacy policies of any third-party sites you visit.

We reserve the right to modify or discontinue our Services at any time, with or without notice. We also reserve the right to update these Terms at any time. We will notify you of material changes by posting the updated Terms on this page with a new "Last updated" date.

Your continued use of our Services after changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using our Services.

We reserve the right to suspend or terminate your access to our Services, at our sole discretion, without notice, for conduct that we believe violates these Terms or is harmful to other users, us, third parties, or for any other reason. This includes removing content or suspending access where we reasonably believe the information submitted is false or the Services are being misused.

Sections that by their nature should survive termination — including intellectual property, disclaimers, limitation of liability, indemnification, and governing law — will continue to apply.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law provisions.

Informal resolution first. Before either party files a claim against the other, both parties agree to try in good faith to resolve the dispute informally by contacting legal@maxrall.com. Most disputes can be resolved this way.

Mandatory arbitration. If a dispute is not resolved informally within 60 days, you and Maxrall agree that any claim arising out of or relating to these Terms or our Services shall be resolved through final and binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), rather than in court, except as set out below. The arbitration will be conducted by a single arbitrator and, where practicable, by videoconference. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

Right to opt out. You may opt out of this arbitration provision within 30 days of first accepting these Terms (or, for any future material update to this arbitration clause, within 30 days of that update taking effect) by sending written notice to legal@maxrall.com with your name, account email, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will instead be resolved exclusively in the state or federal courts located in Delaware, and you and Maxrall each consent to personal jurisdiction there.

Exceptions. Nothing in this Section requires arbitration of: (a) an individual claim brought in small claims court; or (b) a claim for injunctive or other equitable relief to stop unauthorized use or abuse of the Services, or to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights. Such claims may be brought in the state or federal courts located in Delaware, which shall have exclusive jurisdiction over them, and over any dispute regarding the enforceability, validity, or scope of this arbitration provision or the class-action waiver below.

Class action waiver. You agree that any dispute resolution proceedings — whether in arbitration or in court — will be conducted only on an individual basis and not in a class, consolidated, or representative action. If this class-action waiver is found unenforceable as to a particular dispute, that dispute will be resolved in court rather than in arbitration.

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

Neither party will be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, riots, labor disputes, internet or utility failures, or governmental action.

These Terms, together with our Privacy Policy and any product-specific terms, constitute the entire agreement between you and Maxrall, Inc. with respect to our Services and supersede all prior agreements and understandings.

If you have questions about these Terms of Service, please contact: