Terms of Service

These Terms of Service ("Terms") govern your access to and use of NexoroCore Inc. products, websites, portals, mobile applications, software, hosted services, and related services, including AstroMesh, AstroTracker, AstroAdmin, and AstroStore (together, the "Services"). NexoroCore Inc. is referred to in these Terms as "NexoroCore," "we," "us," or "our".

The Data Processing Addendum is attached as Appendix A and forms an integral part of these Terms of Service.

By creating an account, accessing, or using the Services, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent ("you" or "your"). If you do not agree, do not use the Services.

1. Definitions

• "Services" means NexoroCore Inc. products, websites, portals, mobile applications, software, hosted services, and related services, including AstroMesh, AstroTracker, AstroAdmin, and AstroStore.
• "Organization" means the workspace, tenant, company, team, or account group you create or join in the Services.
• "Subscription" means a paid plan purchased for an Organization or account, billed on a recurring basis through our payment processor.
• "Content" means the records, files, images, messages, documents, configuration, operational data, and other data you or your Organization create, upload, transmit, or manage through the Services.

2. Accounts and organizations

You may need an account, authenticated through our identity provider or another sign-in method we support, to use parts of the Services. You are responsible for the accuracy of the information you provide and for activity that occurs under your account. An Organization's owner(s) and administrator(s) are responsible for who they invite and what role they grant within that Organization.

3. Free trial

New Organizations may receive a 14-day free trial of paid-plan functionality. No payment method is required to start a trial unless the applicable product flow states otherwise. At the end of the trial period, your Organization's access reflects whichever plan, including any free plan if one is offered, applies in the absence of an active paid Subscription. We will make reasonable efforts to notify you before your trial ends. Starting a paid Subscription at any time, including during or after the trial, is governed by Section 4 below.

4. Subscriptions, billing, and auto-renewal

Paid Subscriptions are billed in advance on a recurring basis, monthly or annual depending on the plan you select, through our payment processor, Stripe. Your Subscription automatically renews at the end of each billing period for a new term of the same length, at the then-current price for your plan, unless you cancel before the renewal date as described in Section 6. You authorize us, through Stripe, to charge your payment method on file for each renewal.

If a renewal payment fails, we or Stripe on our behalf may retry the charge and will attempt to notify you. Continued non-payment may result in your Subscription being suspended or downgraded until payment succeeds or you cancel.

5. Price changes

We may change Subscription prices from time to time. If we change the price for your plan, we will give you at least 30 days' notice before the new price takes effect on your next renewal. Continuing your Subscription past that renewal constitutes acceptance of the new price; if you do not agree to a price change, you may cancel under Section 6 before the renewal takes effect.

6. Cancellation

You may cancel your Subscription's auto-renewal at any time from the billing area of the applicable product portal or by contacting us. Cancelling stops future renewals; it does not end your access immediately. Your Organization keeps full access to the plan you paid for through the end of your current, already-paid billing period. Once that period ends without a further renewal, your Organization's access changes as described in Section 8.

7. Refunds

To the fullest extent permitted by applicable law, Subscription fees are non-refundable, including for partial billing periods, unused time after cancellation, or downgrades made mid-period. When you cancel, you keep access through the end of the period you already paid for instead of receiving a prorated refund for the remainder.

We will issue a refund only in the following case:

• Duplicate or erroneous charges. If our payment processor charges you more than once for the same billing period, or charges you in error due to a fault on our part, we will refund the duplicate or erroneous amount upon request.

Where the governing consumer-protection laws of a customer's jurisdiction grant non-waivable refund or cancellation rights, those rights prevail over this policy.

8. Data retention after your Subscription ends

What happens to your Organization's Content after a paid Subscription ends depends on whether it was ever an active, paying Subscription or an unconverted free trial. The "hard delete" and "permanently destroyed" language below describes removal from our active, in-product systems: the point after which your Organization, or anyone at NexoroCore acting on your behalf, can no longer access, restore, or use that Content through the Services. It does not mean instantaneous, zero-copy erasure everywhere. For security and disaster-recovery purposes, a bounded, non-customer-accessible backup copy may still exist for a limited period after that point. Separately, we may maintain an internal, immutable audit trail recording that certain changes occurred, including deletions, which may retain limited record-of-change details indefinitely for security and accountability purposes. That audit trail exists to prove what happened and when, not to restore your access, and it is not reachable through the Services.

8.1 Organizations that had an active paid Subscription

1. Days 0-30 (retention): your Content remains fully intact. Renewing your Subscription during this window restores full access instantly, with nothing lost.
2. Day 30 (soft delete): your Content becomes inaccessible to your Organization but is not yet destroyed. Resubscribing after this point may still restore access; contact support.
3. Soft delete through 1 year (archive): your Content is held in archive.
4. After 1 year (hard delete): your Content, including any files or images stored on your behalf, is removed from our active systems and is no longer accessible to you or anyone at your Organization, subject to the backup and audit-trail retention described above.

8.2 Organizations whose free trial was never converted to a paid Subscription

1. Days 0-30 (retention): your Content remains fully intact after the trial ends. Starting a paid Subscription during this window restores full access.
2. Day 30 (soft delete): your Content becomes inaccessible, not yet destroyed.
3. After 3 months total from trial end (hard delete): your Content is removed from our active systems and is no longer accessible, subject to the backup and audit-trail retention described above. This shorter, 3-month schedule applies specifically because the Organization never had a paying Subscription.

Billing and accounting records associated with a Subscription, including invoices and payment history, are not Content and are retained separately for as long as required for our accounting and legal obligations.

9. Acceptable use

You agree not to use the Services to store or transmit unlawful content, to interfere with or disrupt the Services' operation or security, to attempt to access another Organization's data without authorization, or to reverse-engineer the Services except as permitted by law.

10. Intellectual property

We own the Services, including their software, design, and branding. You and your Organization retain ownership of your Content. You grant us a limited license to host, process, transmit, and display your Content solely to provide the Services to you.

11. Warranties and disclaimers

The Services are provided "as is" and "as available." To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee the Services will be uninterrupted or error-free.

12. Limitation of liability

To the fullest extent permitted by applicable law, NexoroCore Inc. will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of data, revenue, or profits, arising from your use of the Services. To the fullest extent permitted by applicable law, our total liability for any claim relating to the Services is limited to the amount you paid us for the Subscription in the 12 months before the claim arose. Where applicable law grants non-waivable rights or remedies that cannot be limited by these Terms, those rights or remedies prevail over this limitation.

13. Termination

We may suspend or terminate your access to the Services if you materially breach these Terms, including for non-payment as described in Section 4. Sections that by their nature should survive termination, including Sections 7, 8, 11, and 12, continue to apply after termination.

14. Governing law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Subject to any non-waivable rights or venue rules under applicable law, any dispute arising from or relating to these Terms or the Services will be resolved in the courts of Ontario, Canada.

15. Changes to these Terms

We may update these Terms from time to time. We will update the "Last updated" date above when we do, and will make reasonable efforts to notify active Organizations of material changes, including changes to the refund, cancellation, price-change-notice, or data-retention terms above, before they take effect.

16. Contact us

Questions about these Terms? Email us at power@nexorocore.com.

Appendix A — Data Processing Addendum

The Data Processing Addendum is attached as Appendix A and forms an integral part of these Terms of Service.

Template pending legal review. This Data Processing Addendum ("DPA") is a template for customers that require a signed DPA. It becomes binding only when executed by both parties or incorporated into a signed agreement with NexoroCore.

This DPA supplements these Terms and the agreement between the customer that executes it ("Customer") and NexoroCore Inc. ("NexoroCore") for use of the Services.

1. Roles

Customer is the data controller for personal data contained in Customer Data and is responsible for the legality, accuracy, quality, and rights basis for collecting and submitting Customer Data to the Services. NexoroCore is the data processor for personal data in Customer Data and processes that personal data only to provide, secure, support, and operate the Services in accordance with Customer's documented instructions, these Terms, this DPA, and applicable law.

2. Scope and duration

The personal data covered by this DPA is personal data within Customer Data submitted to or generated through the Services, which may include organization contacts, member identities, inventory records, project records, checkout records, location records, support records, and related operational records depending on Customer's use of the Services.

NexoroCore processes that personal data for the duration of the applicable service agreement and any post-termination retention period described in these Terms, the Privacy Policy, or another published retention schedule, unless legal, tax, audit, security, or dispute-resolution obligations require longer retention.

3. Security measures

NexoroCore maintains technical and organizational measures designed to protect Customer personal data against unauthorized access, disclosure, alteration, and destruction. Current measures include:

• Encryption at rest, including field-level encryption for designated PII fields.
• TLS encryption in transit.
• Azure Key Vault for key and secret management.
• Least-privilege access controls for systems, personnel, and service identities.
• Audit logging for security-relevant administrative and platform activity.
• Backups and disaster-recovery safeguards for service continuity and recovery.

NexoroCore may update these measures from time to time, provided the overall level of security is not materially reduced during the term of the applicable agreement.

4. Subprocessors

Customer gives NexoroCore general authorization to engage subprocessors to support delivery of the Services. NexoroCore's current subprocessor list is available at /subprocessors.

NexoroCore will provide at least 30 days' advance notice of a new or replacement subprocessor that will materially process Customer personal data, unless urgent security, availability, or legal requirements make shorter notice necessary. Customer may object on reasonable data-protection grounds during the notice period. The parties will work in good faith to resolve the objection, including by providing additional information, offering commercially reasonable alternatives where available, or allowing termination of affected Services if the objection cannot be resolved.

5. Breach notification

NexoroCore will notify Customer without undue delay after becoming aware of a personal data breach affecting Customer personal data processed by NexoroCore. The notice will include available information reasonably necessary for Customer to meet its own notification obligations, and NexoroCore will provide updates as additional relevant information becomes available.

6. Data subject requests

Taking into account the nature of the processing, NexoroCore will provide reasonable assistance to Customer for responding to data subject access, deletion, correction, portability, objection, or similar requests. If NexoroCore receives a request directly and can identify it as relating to Customer personal data, NexoroCore will direct the requester to Customer unless legally required to respond otherwise.

7. Deletion and return

Upon termination or expiry of the applicable agreement, NexoroCore will delete or return Customer personal data according to the published retention schedules and the capabilities of the Services, unless legal, tax, audit, security, or dispute-resolution obligations require retention.

For Organizations that had an active paid Subscription, Content remains retained for 30 days after the paid Subscription ends, then enters soft delete and may be held in archive through 1 year before hard deletion from active systems. For Organizations whose free trial was never converted to a paid Subscription, Content remains retained for 30 days after trial end, then enters soft delete and is hard deleted after 3 months total from trial end, subject to limited backup and audit-trail retention described in these Terms.

8. Governing law

This DPA is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Subject to any non-waivable rights or venue rules under applicable law, disputes arising from or relating to this DPA will be resolved in the courts of Ontario, Canada.

9. Contact

To request a signed DPA, email power@nexorocore.com.