Terms of Service

These Terms of Service (“Terms”) govern your access to and use of Semperi websites, applications, APIs, and related services, including semperi.com and app.semperi.com (the “Service”). Semperi is a brand of Nuxa, Inc.; in these Terms “Semperi”, “we”, and “us” mean Nuxa, Inc. By accessing or using the Service, you agree to these Terms on behalf of yourself and, if applicable, the business or organization you represent.

If you are using the Service for an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

The Service is intended for businesses, restaurant operators, and authorized personnel. You must be legally able to enter into a binding contract and use the Service only in compliance with applicable law.

• Provide accurate account information and keep it current.
• Protect login credentials, devices, integration tokens, and account access.
• Use reasonable internal controls to limit access to authorized personnel.
• Notify Semperi promptly if you suspect unauthorized access or a security incident involving your account.

Certain parts of the Service may be offered on a free, trial, beta, pilot, or paid basis. Pricing, usage limits, and plan details may be described on the Service, in an order form, or in another written agreement with you.

Unless another written agreement says otherwise, fees are non-refundable except where required by law. We may change pricing or packaging prospectively by providing notice through the Service or by email.

You retain responsibility for the data, prompts, files, integrations, and other materials that you submit to the Service or instruct us to process (“Customer Data”). You represent that you have all rights and permissions needed for Semperi to process Customer Data in connection with the Service.

As between you and Semperi, you retain ownership of Customer Data. You grant Semperi a non-exclusive right to host, copy, process, transmit, and display Customer Data as necessary to provide, secure, maintain, and improve the Service and to comply with law.

If Semperi processes personal data on your behalf, the parties may enter into a separate data processing agreement governing that processing.

The Service may generate analyses, drafts, recommendations, summaries, and other outputs using automated systems and language models. These outputs are intended to assist your team, not replace your judgment.

You are responsible for reviewing outputs before relying on them for business, legal, marketing, employment, financial, tax, or guest-facing decisions. Semperi does not guarantee that generated outputs are always complete, accurate, or fit for every use case.

The Service may connect to third-party platforms, authentication providers, data sources, and communication tools. Your use of those third-party services remains subject to their own terms and privacy policies.

Semperi is not responsible for third-party services, their availability, their accuracy, or how they handle data once it is provided to them at your direction.

• Do not use the Service in violation of law, regulation, sanctions, or third-party rights.
• Do not attempt to reverse engineer, disrupt, probe, or gain unauthorized access to the Service or related systems.
• Do not use the Service to store or transmit malware, spam, or unlawful, defamatory, or infringing content.
• Do not use the Service in a way that could harm the security, reliability, or normal operation of the platform or other users.
• Do not misrepresent AI-generated outputs as having been independently verified when they have not been reviewed.

Semperi and its licensors own the Service, including software, models, workflows, branding, and related intellectual property, except for Customer Data and any third-party materials.

If you provide feedback, suggestions, or improvement ideas, you grant Semperi a non-exclusive, worldwide, royalty-free right to use that feedback without restriction or obligation.

Each party may receive non-public information from the other that should reasonably be understood as confidential. The receiving party will use confidential information only as needed to exercise its rights and perform its obligations under these Terms and will protect it using reasonable care.

Confidential information does not include information that is public without breach, already known without restriction, independently developed, or lawfully obtained from another source without a duty of confidentiality.

Semperi may modify the Service from time to time, including by adding, removing, or changing features. Some features may be marked as beta, preview, or limited availability and may be changed or discontinued at any time.

We may suspend or terminate access if needed to protect the Service, comply with law, address security risks, or respond to a material breach of these Terms. You may stop using the Service at any time. Sections that by their nature should survive termination will survive.

Except to the extent prohibited by law or expressly stated in a separate written agreement, the Service is provided “as is” and “as available.” Semperi disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Semperi does not warrant that the Service will be uninterrupted, error-free, or fully secure, or that every output or recommendation will be accurate or suitable for your intended use.

To the maximum extent permitted by law, Semperi and its affiliates, officers, employees, agents, suppliers, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, data, or business opportunities.

To the maximum extent permitted by law, Semperi’s aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of the amounts you paid Semperi for the Service during the 12 months before the claim arose or one hundred U.S. dollars (US$100).

You will defend, indemnify, and hold harmless Semperi and its affiliates, officers, employees, and agents from third-party claims arising out of or related to Customer Data, your use of the Service in violation of these Terms, your violation of law, or your infringement of third-party rights.

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. Except where applicable law requires otherwise, the state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Service, and each party consents to that jurisdiction and venue.

We may update these Terms from time to time. If we make material changes, we will post the updated Terms here and revise the effective date above. Your continued use of the Service after the updated Terms take effect means you accept the revised Terms.

Questions about these Terms should be sent to hello@semperi.com.