Terms of Service

Key Terms

• • Service: The Nexlo AI operations assistant platform, which provides tools to create and deploy AI agents that collect structured information from End-Users via automated SMS conversations.
• • Client: The company or individual who registers for and uses the Service.
• • End-User: An end-user of the Client who interacts with the Service (e.g., by exchanging SMS messages with a Nexlo AI agent).
• • Client Data: The data collected from End-Users via the Service on behalf of the Client, including phone numbers and conversation content, as well as any configurations or instructions provided by the Client to the Service.
• • Subscription Period: The term of the service subscription, typically monthly or annually, as selected by the Client on the pricing page or in a separate order form.
• • Governing Law: The laws of the State of Delaware, USA, without regard to its conflict of law principles.
• • Chosen Courts: The state or federal courts located in Delaware.

1. The Service

1.1. Provision of Service

We will make the Service available to you pursuant to this Agreement. You may use the Service to build, manage, and deploy AI agents for automated SMS conversations with your End-Users.

1.2. Changes to the Service

We may update the Service from time to time. If we make a change that materially reduces the core functionality, we will notify you in advance.

2. Client Obligations and Responsibilities

2.1. Acceptable Use

You agree not to use the Service for any unlawful or prohibited activity. Specifically, you will not:

• a. Send unsolicited messages, spam, or any other communication in violation of applicable law, including the Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act.
• b. Use the Service to harass, threaten, or impersonate any person or entity.
• c. Collect sensitive personal information (such as financial account numbers, social security numbers, or health information) unless you have received explicit, prior consent and are in compliance with all applicable laws governing such data.
• d. Reverse-engineer, decompile, or attempt to discover the source code of the Service.

2.2. Responsibility for End-Users

You are solely responsible for all interactions with your End-Users. This includes the content of the conversations initiated by your AI agents and your compliance with all applicable laws and regulations.

2.3. End-User Consent for SMS

You represent and warrant that you have obtained all necessary rights and legally-binding consents from your End-Users to send them SMS messages via the Service. You are solely responsible for honoring any opt-out or "STOP" requests from End-Users.

3. Data and Intellectual Property

3.1. Client Data

You retain all ownership rights to your Client Data. You grant us a worldwide, royalty-free license to use, process, and transmit your Client Data as necessary to provide the Service to you.

3.2. Our Intellectual Property

We retain all ownership rights in and to the Service, including our platform, software, AI models (excluding any Client Data), and any associated documentation. This Agreement does not grant you any rights to our trademarks or other intellectual property.

4. Fees and Payment

4.1. Subscription Fees

You agree to pay all fees based on your selected subscription plan and usage, as described on our pricing page or in a separate order form. Fees are billed in advance on a recurring basis (e.g., monthly or annually).

4.2. Payment

You authorize us to charge your chosen payment method for all applicable fees. All payments are non-refundable, except as required by law.

5. Term and Termination

5.1. Term

This Agreement begins on the date you first accept it and continues for your selected Subscription Period. Subscriptions will automatically renew for successive periods unless either party gives notice of non-renewal before the end of the current Subscription Period.

5.2. Termination

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure the breach within 30 days of receiving written notice. We may suspend or terminate your access to the Service immediately if you violate the terms of Section 2 (Client Obligations and Responsibilities).

5.3. Effect of Termination

Upon termination, your right to use the Service will cease immediately, and we will delete your Client Data in accordance with our data retention policies.

6. Warranties and Disclaimer

THE SERVICE IS PROVIDED "AS IS." WE MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

8. Indemnification

You will defend, indemnify, and hold us harmless from and against any and all claims, damages, losses, and expenses (including reasonable attorney's fees) arising from:

• a. Your use of the Service in breach of this Agreement or in violation of applicable law.
• b. Your Client Data, including any claim that it infringes or misappropriates a third party's intellectual property or privacy rights.
• c. Any claim from an End-User related to SMS messages sent by you through the Service, including claims related to lack of consent.

9. General Provisions

9.1. Entire Agreement

This Agreement constitutes the entire agreement between you and Nexlo and supersedes all prior agreements and representations.

9.2. Modifications

We may modify this Agreement from time to time. We will provide notice of any material changes, and your continued use of the Service after the changes become effective will constitute your acceptance of the new terms.

9.3. Notices

All notices will be in writing. Notices to you will be sent to the email address on your account. Notices to us should be sent to:

Nexlo
United States
Email: support@nexlo.com