TERMS OF SERVICE

Terms of Service

1. Agreement and acceptance

These Customer Terms of Service ("Terms") are a binding agreement between Nexus AI Hub LLC, a Saipan limited liability company ("Nexus," "we," "us," or "our"), and the business or person identified in an Order Form ("Customer," "you," or "your"). These Terms govern access to and use of Nexus software, AI, automation, communications, onboarding, support, implementation, integrations, websites, and related services (collectively, the "Services").

By signing or accepting an Order Form, clicking acceptance, creating or using an account, or accessing the Services, Customer represents that it is at least 18 years old, has authority to bind the named business, and accepts the Agreement. If the Customer does not agree, it must not use the Services.

2. Contract documents and order of precedence

The "Agreement" consists of these Terms, the applicable Order Form or proposal accepted by Customer, the current Nexus Usage Pricing Schedule annex A, the Nexus Privacy Policy, and any product-specific addendum expressly incorporated by reference.

  • A signed Order Form, but only for provisions that expressly override another document;
  • The current Usage Pricing Schedule for usage units, territory-specific rates, carrier and pass-through charges;
  • These Terms;
  • The Privacy Policy and any data-processing addendum;
  • Product descriptions and other incorporated policies; and
  • Marketing material, estimates, demonstrations, or informal statements.

A Guam addendum may override over a Continental USA rate for Guam usage. A stated unit rate controls over an illustration, calculator, or estimate.

3. Nexus, and third-party Services

Nexus provides a white-labeled service that may use software and infrastructure supplied by HighLevel LLC (also known as GoHighLevel or HighLevel), support, onboarding, and operational services supplied by Extendly for HighLevel / Wahl Inc. ("Extendly"), and other providers including telecommunications carriers, AI model providers, payment processors, hosting providers, and integration vendors ("Third-Party Providers"). Nexus, HighLevel, and Extendly are separate businesses; neither HighLevel nor Extendly is a party to this Agreement.

Customer authorizes Nexus and its Third-Party Providers to access, host, process, transmit, and support Customer Data as reasonably necessary to provide, secure, troubleshoot, and improve the Services, subject to the Privacy Policy and any applicable data-processing addendum. Third-Party Services may change, be unavailable, or be discontinued. Nexus does not control or guarantee third-party approvals, availability, interoperability, delivery, or timelines.

4. Accounts, authorized users, and security

  • Provide complete, current, and accurate account, billing, registration, and onboarding information.
  • Restrict access to authorized personnel and promptly remove access that is no longer required.
  • Protect credentials, enable multi-factor authentication where available, and follow reasonable security instructions.
  • Promptly notify Nexus of unauthorized access, suspected compromise, or misuse.
  • Accept responsibility for activity and charges generated through Customer's account, except to the extent caused by Nexus's breach of the Agreement.

5. Customer Data and instructions

"Customer Data" means information, content, contacts, recordings, communications, prompts, outputs, files, and other material submitted to or processed through the Services by or for Customer. As between the parties, Customer retains its rights in Customer Data. Customer grants Nexus and its service providers a non-exclusive, worldwide license during the Agreement to host, copy, transmit, display, modify, and otherwise process Customer Data solely as necessary to provide, secure, maintain, support, and improve the Services, comply with law, and enforce the Agreement. Customer represents that it has all rights, notices, consents, permissions, and lawful bases necessary for Nexus and its providers to process Customer Data as instructed. Customer is responsible for the accuracy, legality, quality, and retention of Customer Data and for maintaining backup copies not dependent on its business.

6. Acceptable use and AI restrictions

Customers must use the Services only for lawful business purposes. Customer must not, and must not permit anyone to:

  • Violate law, privacy rights, intellectual-property rights, sanctions, export controls, carrier rules, platform policies, or third-party terms that apply to Customer's use.
  • Send spam, phishing, malware, deceptive content, unlawful advertising, or communications without the required consent.
  • Generate or distribute unlawful, fraudulent, hateful, harassing, sexually exploitative, violent, or privacy-invasive content.
  • Attempt unauthorized access; probe, disrupt, reverse engineer, scrape, overload, or impair the Services or related systems.
  • Misrepresent AI output as human-generated where disclosure is required, or use AI output without appropriate human review for consequential decisions.
  • Use the Services to compete with, copy, or create a substitute for the underlying platform except as expressly permitted in writing.

AI output may be inaccurate, incomplete, biased, or unsuitable. The customer is responsible for reviewing output and for decisions, claims, communications, or actions based on it. The Services do not provide legal, medical, financial, tax, or other professional advice.

7. Communications, marketing, and recording compliance

Customer, not Nexus, is the sender, caller, advertiser, seller, or telemarketer for communications initiated through Customer's account. Customer is solely responsible for complying with the Telephone Consumer Protection Act, Telemarketing Sales Rule, CAN-SPAM Act, do-not-call rules, state mini-TCPA and telemarketing laws, carrier requirements, A2P 10DLC rules, Toll-Free verification rules, and international communications laws that apply to its activities.

  • Obtain and document all required consent before calling, texting, emailing, recording, transcribing, or otherwise contacting a person.
  • Use registered numbers and campaigns only for approved use cases; maintain accurate brand and campaign information.
  • Provide required identification, disclosures, privacy notices, terms links, HELP functionality, and functional opt-out mechanisms.
  • Honor STOP, unsubscribe, revocation, and do-not-call requests promptly across relevant systems.
  • Determine whether telemarketing registration, licensing, bonding, quiet-hours, or call-recording requirements apply.
  • Independently review all message content, contact lists, workflows, and AI-generated communications for compliance.
  • Registration or platform compliance features do not constitute legal advice or guarantee compliance, delivery, or carrier approval.

8. Fees, billing, and usage charges

Customers will pay the subscription, setup, implementation, usage, number-rental, registration, carrier, third-party, tax, and other charges stated in the Agreement. Unless an Order Form expressly says otherwise:

  • Subscriptions and setup fees do not include usage-based charges.
  • One interaction may generate multiple charges, including telephony, AI Voice, AI processing, SMS, recording, storage, transcription, and carrier fees.
  • Usage is measured by Nexus or provider-generated billing records in minutes, calls, segments, tokens, words, images, reviews, storage units, registrations, or other applicable units.
  • An SMS may contain multiple billable segments. A submitted call, message, or delivery attempt may be billable even if unanswered, rejected, blocked, or undelivered.
  • Prices are in USD and exclude taxes and governmental assessments unless expressly stated otherwise.

Customer authorizes recurring charges to the payment method on file. Subscription fees are billed in advance; usage and pass-through charges may be billed in advance through a wallet, as incurred, in arrears, or on the next invoice. Customers must keep a valid payment method and sufficient wallet balance where applicable.

9. Usage Pricing Schedule and price changes

The current Usage Pricing Schedule is incorporated into the Agreement. Annex A summarizes current rates. Third-Party Providers may change pricing, surcharges, billing units, availability, and regulatory fees. Nexus may update usage and pass-through pricing to reflect those changes. Where practicable, Nexus will give advance notice of a material customer-rate change; new rates apply to usage after the stated effective date. Customer's sole remedy if it does not accept a prospective material change is to cancel before the change takes effect, subject to minimum commitments and accrued obligations.

10. Invoice disputes, late payment, and suspension

Customer must notify Nexus in writing of a good-faith billing dispute within thirty (30) days after the invoice date and identify the amount and basis in reasonable detail. Undisputed amounts remain payable. Failure to dispute within that period waives the dispute to the extent permitted by law. Nexus may retry failed charges, suspend Services for overdue amounts, require another payment method, and recover reasonable collection costs where permitted by law. Suspension does not waive payment obligations.

11. Subscription term, renewal, and cancellation policy

The initial subscription term and billing frequency are stated in the Order Form. Unless the Order Form says otherwise, subscriptions automatically renew for successive periods equal to the then-current billing period until properly cancelled.

11.1 Customer cancellation

Customers may cancel by submitting a written notice to [email protected] or through any cancellation control Nexus makes available. Telling a salesperson or stopping use is not cancellation.

  • For a monthly subscription, cancellation received before the next renewal charge takes effect at the end of the then-current paid billing period. No partial-period refund or credit is due.
  • For a prepaid annual subscription or other minimum commitment, cancellation stops renewal but does not shorten the committed term or create a refund, unless the Order Form expressly provides otherwise or applicable law requires it.
  • Setup, onboarding, implementation, custom configuration, registration, and other one-time fees are non-refundable once the applicable work, submission, installation, or provisioning has begun.
  • Usage, carrier, number, registration, storage, and third-party charges incurred through the effective termination date remain payable and may appear on a later final invoice.
  • Customers should export required data and request any eligible number port or account transfer before termination. Porting, transfer, technical eligibility, provider approval, payment of all balances, and applicable fees may apply. Nexus-procured numbers may be released after termination if not timely ported.

11.2 Nexus suspension or termination

Nexus may suspend or terminate access immediately where reasonably necessary for non-payment, security risk, unlawful or prohibited use, carrier or provider instruction, threatened harm, fraud, sanctions risk, or material breach. For a remediable breach not requiring immediate action, Nexus may provide notice and a reasonable opportunity to cure. Nexus may terminate a Service that a provider discontinues; if Nexus terminates a prepaid Service for convenience and no substitute is offered, Nexus will provide a pro-rata credit or refund for the unused prepaid period, excluding usage, third-party, and non-refundable committed costs.

12. Effect of termination and data export

On termination, the right to access and use the affected Services ends. The customer remains liable for accrued charges. Subject to technical capability, law, provider restrictions, and payment of amounts due, Nexus may provide a limited period of up to fourteen (14) days for Customer to export available Customer Data, unless immediate deletion or suspension is required. Nexus may thereafter delete or de-identify data under its retention practices. Some configurations, snapshots, phone numbers, integrations, and Third-Party Services may not be recoverable.

13. Support, onboarding, and service changes

Support and onboarding scopes, channels, hours, response targets, and deliverables are those stated in the Order Form or published support plan. Response or go-live targets are estimates unless expressly identified as a signed service-level commitment. Customer delays, incomplete information, integration issues, carrier registration, number provisioning, A2P approval, and third-party dependencies may extend timelines. Nexus may modify Services and features, provided it does not materially reduce the core paid Service during a committed term without offering a reasonable substitute, credit, or termination right.

14. Intellectual property

Nexus and its licensors own the Services, platform, software, workflows, templates, documentation, branding, and other materials, excluding Customer Data. During the paid term, Nexus grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services for its internal business operations. No source code, ownership, resale, or other rights are granted except as expressly stated. Feedback may be used by Nexus without restriction or compensation, provided it does not identify Customer publicly without permission.

15. Confidentiality

Each party will protect the other party's non-public business, technical, security, and customer information using reasonable care and use it only to perform the Agreement. Confidential information does not include information independently developed, lawfully received without duty, publicly available without breach, or approved for release. A recipient may disclose information as required by law after giving notice where legally permitted.

16. Privacy and data protection

The Privacy Policy explains Nexus's handling of personal information. For Customer Data, Customer generally determines the purposes and means of processing and Nexus generally acts as a service provider or processor on Customer's instructions, except where Nexus acts for its own legitimate business, security, billing, legal, or compliance purposes. Customer is responsible for privacy notices, lawful bases, consent, data-subject requests, retention instructions, and determining whether a data-processing addendum or specialized compliance package is required. The Services are not represented as HIPAA-compliant or suitable for protected health information unless Nexus and all necessary providers have signed the required agreements and enabled the required paid configuration.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEXUS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEXUS DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION; DELIVERY OR CARRIER APPROVAL; ANY PARTICULAR BUSINESS, REVENUE, LEAD, BOOKING, ORDER, OR COMPLIANCE RESULT; OR THE ACCURACY OF AI OUTPUT. MANDATORY WARRANTIES THAT CANNOT LAWFULLY BE DISCLAIMED REMAIN UNAFFECTED.

18. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR EXCLUDED CLAIMS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING FROM THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO NEXUS FOR THE AFFECTED SERVICES DURING THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

The exclusions and cap do not apply to payment obligations; fraud, willful misconduct, or gross negligence; infringement or misappropriation of the other party's intellectual property; Customer's breach of Sections 6 or 7; or liabilities that cannot lawfully be limited. These allocations apply to the maximum extent allowed in each jurisdiction.

19. Indemnification

Customer will defend, indemnify, and hold harmless Nexus, its affiliates, and their personnel and providers from third-party claims, losses, penalties, and reasonable legal fees arising from Customer Data; Customer's products, services, communications, recipients, or end users; Customer's violation of law, consent, privacy, recording, messaging, telemarketing, carrier, or intellectual-property obligations; or misuse of the Services. Nexus will promptly notify Customer and permit Customer to control the defense, subject to Nexus's right to participate and to approve any settlement that admits fault or imposes non-monetary obligations on Nexus.

20. Governing law and disputes

Before filing a claim, the parties will attempt in good faith for thirty (30) days to resolve it through written notice to the other party. Subject to mandatory law, the Agreement is governed by Saipan law, without regard to conflict-of-law rules, and the state and federal courts located in Saipan will have exclusive jurisdiction. EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

21. General

Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Customers may not assign the Agreement without Nexus's written consent; Nexus may assign it in connection with a merger, reorganization, sale, or transfer of the business. The parties are independent contractors. Notices may be sent to the account email and the contact addresses below. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder continues. Waivers must be written. Provisions intended by nature to survive will survive, including payment, confidentiality, intellectual property, disclaimers, liability, indemnity, disputes, and accrued rights. The Agreement is the entire agreement about the Services and may be amended only as stated in it or in a writing signed by authorized representatives.

22. Contact information

Nexus AI Hub LLC
ABA Corporation Building, Units 1–4, 1st Floor, Gualo Rai
Saipan MP 96950, CNMI
Legal notices: [email protected]
Support: [email protected]
Cancellation: [email protected]

Annex A - Usage pricing summary supplied for this agreement.

This summary is included to connect the Terms to the Nexus AI Suites Terms & Usage Pricing Schedule - Continental USA & Guam.

Territory Service Current customer rate Continental USA Outbound calls $0.0189/min Continental USA Inbound calls $0.0140/min Continental USA SMS $0.0124/segment Guam Outbound calls $0.0589/min, Guam SMS $0.0847/segment All applicable territories AI Voice $0.03/min. All applicable territories AI processing $0.03/token. All applicable territories Written Content AI $0.18/1,000 words. All applicable territories AI-generated image $0.12/image. All applicable territories Reviews AI $0.02/review. Continental USA Local number $1.15/month. Continental USA Toll-Free number $2.15/month. All applicable territories Call recording $0.0025/min. All applicable territories Recording storage $0.0005/month. All applicable territories Transcription $0.024/min. All applicable territories Answering machine detection $0.0075/call. All applicable territories Voicemail drop $0.018/min. Applicable U.S. messaging A2P registration/campaign Per current Schedule Applicable territories Carrier/pass-through fees Variable.

Pricing notes: Telecommunications destination and provider billing methodology determine the applicable territory. Carrier, registration, verification, tax, number, MMS, and third-party charges may be additional. A2P 10DLC and Toll-Free verification requirements apply where relevant. Fair-use controls may apply to features described as unlimited.