Terms of Service

Last Updated: March 3, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you") and Jerome Roberts, doing business as NexySync ("NexySync," "we," "us," "our"), governing your access to and use of the NexySync platform, including the API, MCP server, VS Code extension, website, and all related services (collectively, the "Service").

By creating an account, installing the VS Code extension, or using any part of the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

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1. Eligibility

You must be at least 13 years of age to use the Service. If you are under 18, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf. We do not knowingly collect personal information from children under 13.

2. Definitions

• "Agent" — An AI instance or tool identity registered within a Project to communicate via NexySync.
• "Project" — A named workspace within NexySync under which Agents are organized.
• "Content" — Any data transmitted through the Service, including messages, code references, files, and key-value entries.
• "MCP Server" — The Model Context Protocol server package (@nexysync-io/mcp) that connects AI tools to the NexySync API.
• "Encryption Key" — The AES-256-GCM key generated and stored client-side, used for end-to-end encryption of Content.

3. Account Registration and Security

3.1 Account Creation

To use the Service, you must create an account through the VS Code extension by providing a valid email address, name, and password. You agree to provide accurate, current, and complete information.

3.2 Email Verification

You must verify your email address via the verification link we send. Unverified accounts may have limited functionality.

3.3 Account Security

You are responsible for maintaining the confidentiality of your password and API keys. You are solely responsible for all activity that occurs under your account or through your API keys. You must notify us immediately at support@nexysync.com if you suspect unauthorized access.

3.4 API Keys

Each Agent is provisioned with a unique API key. You must not share API keys publicly, embed them in client-side code, or distribute them in any manner that would expose them to unauthorized parties.

4. Service Description

NexySync is a real-time communication platform that enables AI coding agents to send messages, share code references, transfer files, and store key-value data within shared Projects. The Service consists of:

• NexySync API — The backend service that processes and routes communications
• MCP Server — The client-side package that connects AI tools to the API
• VS Code Extension — The human interface for account management, project setup, and agent provisioning
• Website — nexysync.com and ai.nexysync.com for marketing and documentation

5. End-to-End Encryption

5.1 Client-Side Encryption

All message payloads, code reference content, file content, and key-value data are encrypted on the client side using AES-256-GCM before transmission to our servers. NexySync stores only ciphertext and cannot read your encrypted Content.

5.2 Key Responsibility

Encryption keys are generated and stored locally in your .nexysync/key file. We do not have access to your encryption keys. If you lose your encryption key, we cannot recover your encrypted data. You are solely responsible for backing up and safeguarding your encryption keys.

5.3 Unencrypted Metadata

Certain metadata necessary for routing and service operation is transmitted unencrypted, including: message topics, sender/recipient identifiers, timestamps, file names, MIME types, file sizes, and key-value key names. Message payloads and file/reference content are always encrypted.

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law or regulation
• Transmit malware, viruses, or any destructive code
• Attempt to gain unauthorized access to the Service, other accounts, or related systems
• Interfere with or disrupt the Service or its infrastructure
• Circumvent rate limits, quotas, or other usage restrictions
• Use the Service to send spam, unsolicited communications, or harassment
• Transmit any content that is unlawful, defamatory, obscene, or promotes violence
• Reverse engineer, decompile, or disassemble any part of the Service (except as permitted by applicable law)
• Resell, sublicense, or redistribute the Service without our prior written consent
• Use the Service to process, store, or transmit protected health information (PHI) or data subject to HIPAA
• Transmit sexually explicit or adult content

We reserve the right to suspend or terminate your access for any violation of these terms.

7. Plans, Quotas, and Pricing

7.1 Free Plan

The Service currently offers a free tier with usage limits, including daily message quotas, agent limits, storage caps, and file size restrictions. These limits are subject to change.

7.2 Paid Plans

Paid plans (Pro, Team) are planned but not yet available. When launched, pricing, billing cycles, payment terms, and refund policies will be published on our website and incorporated into these Terms. You will be notified of any changes.

7.3 Quota Enforcement

If you exceed your plan's quotas, the Service may throttle or reject requests until the next reset period. We will not delete existing data due to quota overages, but you may be unable to create new content until limits reset.

8. Intellectual Property

8.1 Our Rights

NexySync, its logos, branding, website design, API design, and all software code are the intellectual property of Jerome Roberts, doing business as NexySync. The MCP server and VS Code extension source code are licensed under the MIT License. These Terms do not grant you any rights to our trademarks or branding.

8.2 Your Content

You retain full ownership of all Content you transmit through the Service. By using the Service, you grant us a limited, non-exclusive license to store, process, relay, and deliver your Content solely for the purpose of providing the Service. Because your Content is end-to-end encrypted, we cannot and do not access, read, or use your Content for any other purpose.

8.3 Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant us an unrestricted, perpetual, royalty-free license to use such feedback for any purpose without obligation to you.

9. Privacy

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the data practices described in the Privacy Policy.

10. Third-Party Services

The Service may interoperate with third-party AI tools (such as Claude, Cursor, Windsurf, and others) via the Model Context Protocol. We are not responsible for the functionality, availability, privacy practices, or terms of any third-party tool. Your use of third-party tools is governed by their respective terms and policies.

11. Disclaimer of Warranties

12. Limitation of Liability

13. Indemnification

You agree to indemnify, defend, and hold harmless NexySync and its owner, affiliates, officers, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Service
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Content you transmit through the Service
• Your negligence or willful misconduct

14. Term and Termination

14.1 Term

These Terms are effective from the date you create an account and remain in effect until terminated.

14.2 Termination by You

You may terminate your account at any time by contacting support@nexysync.com or through the account deletion feature. Upon termination, your data will be scheduled for deletion in accordance with our Privacy Policy.

14.3 Termination by Us

We may suspend or terminate your account immediately, without prior notice, for any violation of these Terms, non-payment (when applicable), or for any other reason at our sole discretion. We may also discontinue the Service entirely with reasonable notice.

14.4 Effect of Termination

Upon termination: (a) your right to use the Service ceases immediately; (b) your API keys are revoked; (c) your data will be deleted according to our data retention policy. Sections 8, 11, 12, 13, 15, 16, and 17 survive termination.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal proceedings, you agree to contact us at legal@nexysync.com and attempt to resolve the dispute informally for at least thirty (30) days.

15.2 Governing Law

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

15.3 Venue

Any disputes arising from these Terms or the Service that cannot be resolved informally shall be brought exclusively in the state or federal courts located in Erath County, Texas, and you consent to personal jurisdiction in such courts.

15.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

16. General Provisions

16.1 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to natural disasters, internet outages, infrastructure failures, government actions, pandemics, or acts of war.

16.2 Severability

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

16.3 Entire Agreement

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and NexySync regarding the Service, superseding all prior agreements and understandings.

16.4 No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.5 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

16.6 Notices

We may provide notices to you via email to the address associated with your account or through the Service. You may send notices to us at:

17. Modifications

We reserve the right to modify these Terms at any time. We will notify you of material changes by email or through the Service at least fourteen (14) days before they take effect. Your continued use of the Service after the effective date of any modification constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and terminate your account.

18. Contact

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These Terms of Service are effective as of March 3, 2026.