NEXUS VISION VENTURES LLC
MASTER SAAS AGREEMENT (MSA) & TERMS OF SERVICE
Last Updated: March 5, 2026 | Version 5.5
IMPORTANT NOTICE — PLEASE READ THIS MASTER SAAS AGREEMENT CAREFULLY BEFORE PROCEEDING
THIS MASTER SAAS AGREEMENT ("MSA") AND TERMS OF SERVICE CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU ("CLIENT") AND NEXUS VISION VENTURES LLC, A NEVADA LIMITED LIABILITY COMPANY ("COMPANY," "WE," OR "US"). BY CHECKING THE ACCEPTANCE BOX, SUBMITTING PAYMENT, OR OTHERWISE ACCESSING OR USING ANY SERVICES PROVIDED BY THE COMPANY, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS MSA, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 12, WHICH AFFECTS YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE, DO NOT PROCEED.
1. DEFINITIONS
"Agreement" means these Terms and Conditions of Service, together with any Order Forms, Statements of Work, Schedules, Exhibits, or Addenda incorporated herein by reference.
"Services" means the provision of Software as a Service (SaaS) solutions, marketing automation workflows, telecommunications provisioning (including A2P 10DLC SMS registration and routing), missed-call-text-back automation, unified inbox management, reputation management tools, and Artificial Intelligence (AI) chatbot configuration, hosting, and maintenance. The specific deliverables—whether under the NEO BOOST or ULTIMATE GROWTH tier or any other plan designated at the time of checkout—are defined in the applicable Order Form or checkout page. Nexus Vision Ventures LLC provides the software platform and technical configuration only; the Company does not guarantee specific financial results, lead volumes, revenue outcomes, or conversion rates.
"Client" means any individual, legal entity, partnership, trust, or other organization that executes this Agreement or accesses any Services.
"Confidential Information" means any non-public information disclosed by either party in connection with this Agreement, including financial data, business strategies, technical systems, customer data, and pricing.
"Third-Party Providers" means any external vendors, state agencies, governmental entities, SaaS platforms, telecommunications carriers, payment processors, or other service providers engaged by the Company to facilitate the Services, including without limitation Twilio, GoHighLevel, Stripe, and Google LLC.
2. NATURE OF SERVICES — PROFESSIONAL DISCLAIMER
2.1 No Legal, Tax, Financial, or Immigration Advice
The Company provides exclusively administrative infrastructure coordination and technology-enabled business services. THE COMPANY IS NOT A LAW FIRM, ACCOUNTING FIRM, TAX ADVISORY FIRM, IMMIGRATION CONSULTANCY, OR FINANCIAL INSTITUTION, AND DOES NOT PROVIDE LEGAL, REGULATORY, TAX, ACCOUNTING, INVESTMENT, OR IMMIGRATION ADVICE. No communication, document, template, software output, or recommendation provided by the Company or its personnel constitutes, nor shall be construed as, professional legal counsel, tax advice, or fiduciary guidance of any kind.
2.2 Client's Independent Responsibility
Client bears exclusive and sole responsibility for (a) ensuring that their use of the Company’s SaaS platform, telecommunications services, AI-powered tools, and marketing automation features fully complies with all applicable laws and regulations in Client’s jurisdiction(s), including industry-specific licensing requirements applicable to Client’s trade or profession (e.g., contractor licensing, towing operator permits, or any other professional license required by applicable state or local law); (b) obtaining independent legal and tax counsel before making any business or operational decisions based on information provided by the Company or its AI systems; and (c) maintaining all required business licenses, permits, insurance coverages, and regulatory authorizations required by any applicable governmental authority. The Company does not form legal entities, provide registered agent services, or facilitate corporate structuring of any kind under this Agreement.
2.3 No Guarantee of Outcomes
The Company makes no representation or warranty that any service rendered, technology deployed, or strategy facilitated through its Services will produce any particular financial, legal, tax, regulatory, or operational outcome. Client acknowledges that results may vary materially based on circumstances outside the Company's control, including changes in law, government agency decisions, and Client's own actions or omissions.
2.4 Scope and Limitations of Support Services
The Company’s support services are limited exclusively to reasonable technical assistance directly related to the functionality, configuration, and operation of the Company’s SaaS platform as described in the applicable plan. Support does NOT include, and the Company has no obligation to provide: (a) marketing consulting, sales strategy, business development advice, or operational guidance of any kind; (b) custom software development, custom integrations, or bespoke feature development not included in the standard platform; (c) creation of advertising creative, copywriting, branding, or content strategy (beyond basic campaign setup included in applicable tiers); (d) direct management of Client’s customer relationships or dispute resolution with Client’s end-customers; (e) tax, legal, financial, or regulatory guidance; or (f) training services beyond standard onboarding documentation and video resources made available to all clients. Any services outside this scope require a separate written Statement of Work and payment of additional fees at the Company’s then-current rates. The Company’s support team communicates exclusively through the platform’s ticketing system or designated email channels; the Company does not guarantee response times for support requests but will make commercially reasonable efforts to respond to critical technical issues within two (2) business days.
2.5 Company’s Service Commitments
In recognition of the mutual nature of this Agreement, the Company makes the following commercially reasonable commitments to Client. These commitments represent good-faith operational standards, not absolute guarantees, and are subject to the limitations, disclaimers, and force majeure provisions set forth elsewhere in this Agreement. Failure to meet any of these commitments shall not entitle Client to a refund, service credit, or damages beyond the remedies expressly set forth in Section 9 of this Agreement.
(a) SERVICE DELIVERY: The Company will make commercially reasonable efforts to activate and configure Client’s selected plan within a reasonable timeframe following completion of Client’s onboarding obligations. The Company will not indefinitely delay activation without a legitimate technical, compliance, or administrative reason, and will notify Client in writing if activation is expected to take more than ten (10) business days from the date Client has fulfilled all onboarding requirements.
(b) PLANNED MAINTENANCE NOTICE: When scheduled maintenance is expected to result in platform downtime or material degradation of core features for a period exceeding two (2) hours, the Company will use commercially reasonable efforts to provide Client with at least twenty-four (24) hours’ prior notice by email or in-platform notification. Emergency maintenance required to address security vulnerabilities, active cyberattacks, or critical infrastructure failures may be performed without advance notice, in which case the Company will notify Client as soon as reasonably practicable after the maintenance begins.
(c) SUPPORT ACKNOWLEDGMENT: The Company will use commercially reasonable efforts to acknowledge receipt of Client’s technical support tickets submitted through the Company’s designated support channel within two (2) business days. Acknowledgment of receipt does not constitute a commitment to resolve the issue within any particular timeframe, as resolution timelines depend on the nature and complexity of the technical issue and the involvement of Third-Party Providers. The Company does not guarantee after-hours, weekend, or holiday support response.
(d) DATA CONFIDENTIALITY COMMITMENT: The Company will not knowingly sell, license, or otherwise disclose Client’s identifiable business information—including Client’s customer contact lists, campaign data, and business pipeline data—to any third party for that third party’s independent commercial use, except as required by applicable law, valid legal process, or as necessary to deliver the Services through authorized Third-Party Providers. This commitment does not restrict the Company’s right to use aggregated, anonymized, or de-identified data as described in Section 14 of this Agreement.
(e) CANCELLATION PROCESS: Provided that Client has given the required written notice under Section 4.2, has no outstanding balance owed to the Company, and has not violated any material provision of this Agreement, the Company will process Client’s cancellation request without requiring Client to complete additional retention workflows, attend mandatory calls, or satisfy conditions not set forth in this Agreement. The Company reserves the right to conduct a brief exit communication with Client, but Client’s cancellation shall not be conditioned on Client’s participation in such communication.
(f) PRICE CHANGE NOTICE: The Company will provide Client with no less than thirty (30) calendar days’ advance written notice before implementing any increase to Client’s recurring subscription fees. Notice will be delivered by email to the address on file and/or through an in-platform notification. Telecommunications consumption rates, overage charges, and third-party pass-through fees are subject to change by carriers and providers without advance notice to the Company, and are therefore excluded from this commitment. Client’s continued use of the Services after the effective date of a price change constitutes acceptance of the updated pricing.
3. ANTI-MONEY LAUNDERING, KNOW YOUR CUSTOMER & SANCTIONS COMPLIANCE (AML/KYC/OFAC)
3.1 Client Representations and Warranties
By entering into this Agreement and remitting any payment, Client irrevocably represents, warrants, covenants, and certifies as a contractual obligation (the breach of which shall entitle the Company to immediately terminate Services, seek indemnification, and report to appropriate authorities) that:
(a) All funds remitted to the Company originate exclusively from lawful, legitimate sources and have not been derived, directly or indirectly, from any criminal activity, including without limitation drug trafficking, human trafficking, bribery, corruption, tax evasion, securities fraud, or any other predicate offense under the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) or the USA PATRIOT Act (Pub. L. 107-56);
(b) Client is not, and no beneficial owner, principal, officer, director, or controlling party of Client is, a Specially Designated National (SDN) or Blocked Person as identified on the Office of Foreign Assets Control (OFAC) SDN List, nor is Client subject to any economic or trade sanctions administered by OFAC, the United Nations Security Council, the European Union, His Majesty's Treasury (UK), or any other applicable governmental authority;
(c) The Services obtained under this Agreement shall not be used for money laundering, terrorist financing, proliferation financing, tax evasion, regulatory evasion, fraud, wire fraud, mail fraud, deceptive marketing, or any other unlawful purpose under U.S. federal or state law or the laws of any foreign jurisdiction;
(d) Client is not a Politically Exposed Person (PEP) or a close associate or family member of a PEP, unless Client has disclosed such status in writing to the Company prior to executing this Agreement;
(e) Client will promptly notify the Company in writing of any change in circumstances that would render any of the foregoing representations false or misleading.
3.2 Company's Right to Refuse, Suspend, or Terminate
The Company reserves the right, in its sole and absolute discretion, and without liability to Client, to (a) refuse to onboard any prospective client; (b) suspend or terminate Services immediately upon reasonable suspicion of any violation of Section 3.1 or applicable AML/KYC regulations; and (c) report suspicious activity to appropriate governmental authorities as required by law, including filing Suspicious Activity Reports (SARs) with the Financial Crimes Enforcement Network (FinCEN). NO REFUND SHALL BE ISSUED UPON TERMINATION UNDER THIS SECTION.
3.3 Right to Request Documentation
The Company reserves the right to request, at any time and at its sole discretion, identity verification documentation, source-of-funds documentation, or other KYC materials from Client. Client's failure to provide such documentation within ten (10) business days of request shall constitute grounds for immediate suspension or termination of Services without refund.
4. PAYMENT TERMS, SUBSCRIPTIONS & AUTOMATIC RECHARGE AUTHORIZATION
4.1 All Sales Final
All fees, charges, and payments processed through the Company's payment gateway (currently Stripe, Inc.) are FINAL AND NON-REFUNDABLE, except as expressly set forth in Section 4.5 of this Agreement. This includes, without limitation, SaaS subscription fees, and telecommunications consumption fees, which are non-refundable once the corresponding service, filing, or provisioning process has been initiated.
4.2 Subscription Services
Services designated as subscription-based—including without limitation the NEO BOOST plan, the ULTIMATE GROWTH plan, and any other monthly plan selected at checkout—are billed on a recurring, automatically-renewing monthly cycle commencing on the date of initial purchase. SUBSCRIPTION AUTO-RENEWAL AND RECURRING BILLING AUTHORIZATION: By selecting any subscription plan, Client expressly authorizes the Company to automatically charge the payment method on file on a recurring monthly basis for the applicable subscription fee (including, as applicable, $497.00 USD/month for NEO BOOST or $997.00 USD/month for ULTIMATE GROWTH, or such other amount as displayed at checkout), without further action or additional notice required. Subscriptions will automatically renew at the end of each billing cycle unless Client provides written cancellation notice to the Company at least thirty (30) calendar days prior to the next billing date. Client acknowledges that failure to use the Services, absence from the platform, or lack of engagement does not constitute cancellation and does not entitle Client to a refund. If a payment fails for any reason, the Company reserves the right to immediately suspend all SaaS platform access, AI chatbot functionalities, SMS routing, missed-call-text-back automations, and any other subscription features until the outstanding balance is paid in full. Subscription fees are due and payable in advance. The Company reserves the right to modify subscription pricing upon thirty (30) days’ prior written notice to Client.
4.3 Telecommunications Consumption and Auto-Recharge Authorization
Client acknowledges and expressly agrees that telecommunications services—including but not limited to outbound and inbound calls, SMS/MMS messaging, AI voice agents, and automated workflows powered by third-party carriers (including Twilio, Inc.)—are billed on a consumption basis. The following auto-recharge terms apply:
(a) AUTHORIZATION: By accepting this Agreement, Client expressly authorizes the Company to automatically charge Client's payment method on file for recharge blocks (in increments of $10.00 USD or such other amount as designated in Client's account settings) whenever Client's available telecommunications credit balance falls to or below the established minimum threshold (currently $2.00 USD or as set by Client);
(b) CONTINUOUS AUTHORIZATION: This authorization is continuous and remains in full force and effect until Client provides written notice of cancellation at least five (5) business days prior to the next scheduled or triggered recharge event;
(c) CARRIER PASS-THROUGH: Rates for calls, SMS, and other telecommunications are subject to the pricing schedules of Third-Party Providers and may change without prior notice due to carrier rate adjustments. The Company shall pass such charges through to Client at cost plus any applicable service margin;
(d) NO CHARGEBACK: Client waives any right to initiate a chargeback or payment reversal with its card issuer or bank for auto-recharge transactions that were validly authorized under this Agreement. Any such chargeback may result in immediate termination of Services and referral to collections.
4.4 Late Payments and Failed Charges
If any payment fails or is returned for any reason, Client will be assessed a returned payment fee of $25.00 USD, and the Company may immediately suspend access to Services until the outstanding balance is paid in full. Outstanding balances shall accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower.
4.5 Refund Policy
Refunds are issued solely at the Company's discretion and only where (a) a duplicate charge occurred due to a verified technical error; or (b) a state filing was rejected and no re-submission was attempted. Requests for refunds must be submitted in writing within seven (7) calendar days of the disputed charge. The Company's determination shall be final.
4.6 Chargebacks, Payment Disputes, and Administrative Penalties
PRE-DISPUTE NOTICE REQUIREMENT: Before initiating any chargeback, payment reversal, or payment dispute with Client’s bank, card issuer, or payment processor, Client must: (i) provide written notice to the Company at [email protected] specifically identifying the charge disputed, the reason for the dispute, and the dollar amount; and (ii) allow the Company a period of fourteen (14) calendar days from receipt of such notice to investigate and, at the Company’s sole discretion, resolve the issue. Client’s failure to comply with this pre-dispute notice requirement shall itself constitute a material breach of this Agreement and shall be presented as evidence of bad faith in any subsequent arbitration or dispute resolution proceeding. This requirement does not waive or limit any other provision of this Section 4.6. ALL PAYMENTS ARE FINAL, NON-REFUNDABLE, AND NOT SUBJECT TO DISPUTE EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4.5. In the event that Client initiates, causes, or facilitates a chargeback, payment reversal, credit card dispute, bank dispute, or any similar payment challenge mechanism (collectively, a “Dispute”) with Client’s card issuer, bank, payment processor, or financial institution with respect to any charge by the Company for services rendered, initiated, or partially performed, the following consequences shall apply automatically and immediately upon the Company’s receipt of notice of the Dispute:
(a) MATERIAL BREACH: Such Dispute shall constitute a material and incurable breach of this Agreement, entitling the Company to immediately terminate all Services without notice, obligation to cure, or liability of any kind to Client;
(b) DISPUTE ADMINISTRATIVE FEE: Client unconditionally agrees to pay a Dispute Administrative Fee of TWO HUNDRED FIFTY DOLLARS ($250.00 USD) per Dispute incident. This fee compensates the Company for merchant chargeback penalty costs, payment processor fees, staff investigation time, legal review, and documentation preparation. The parties agree this fee constitutes liquidated damages representing a genuine pre-estimate of minimum losses, and not a penalty;
(c) COLLECTIONS AND CREDIT REPORTING: If the Dispute is determined to be unwarranted, resolved in the Company’s favor, or initiated in bad faith, the Company reserves the absolute right, without limitation, to: (i) forward Client’s account and all outstanding balances—including the original disputed amount, the Dispute Administrative Fee, and interest accrued at 1.5% per month from the date of the Dispute—to one or more third-party collections agencies; (ii) report the delinquent debt, breach of contract, and relevant Client information to domestic and international consumer and business credit bureaus and reporting agencies, including without limitation Dun & Bradstreet, Experian Business, and LexisNexis Risk Solutions, to the extent such reporting is permitted under applicable law and in compliance with the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) and any applicable state equivalents; (iii) list Client’s entity and principals on applicable merchant fraud prevention databases;
(d) LEGAL ACTION AND ATTORNEYS’ FEES: The Company expressly reserves the right to pursue all available civil legal remedies, including without limitation claims for breach of contract, unjust enrichment, and violations of applicable state payment fraud statutes, to the fullest extent of applicable law. Nothing herein shall be construed as a threat of criminal prosecution for the exercise of any right protected under the Fair Credit Billing Act (15 U.S.C. § 1666) or any other applicable federal consumer protection statute; such criminal remedies language, if any, is expressly disclaimed and not intended. Client agrees to reimburse the Company for all attorneys’ fees, court costs, collection agency fees, and enforcement expenses incurred in recovering amounts owed under this Section, regardless of the forum or ultimate outcome;
(e) AUTO-RECHARGE CHARGEBACK WAIVER: With specific and irrevocable respect to auto-recharge transactions authorized under Section 4.3 of this Agreement, Client hereby waives, to the fullest extent permitted by law, any right to initiate a chargeback, reversal, or payment dispute for such transactions, and acknowledges that any such chargeback constitutes per se bad faith and a material breach of this Agreement, subjecting Client to all remedies set forth herein.
5. INTELLECTUAL PROPERTY
All software, platforms, templates, workflows, written materials, automations, methodologies, and other works of authorship created or provided by the Company in connection with the Services are and shall remain the exclusive intellectual property of Nexus Vision Ventures LLC. Client receives a limited, non-exclusive, non-transferable, revocable license to use such materials solely for Client's internal business purposes during the term of this Agreement. Client shall not reverse engineer, decompile, copy, distribute, sublicense, or create derivative works from any Company materials without the prior written consent of the Company. ANTI-COMPETITIVE USE PROHIBITION: Client expressly agrees not to use the Services, or any portion thereof, to: (a) develop, benchmark, evaluate, or assist in the creation or improvement of any software, platform, tool, or service that competes directly or indirectly with the Company or its Services; (b) monitor the performance, architecture, or features of the Services for competitive intelligence purposes; (c) share platform access, credentials, workflows, templates, or proprietary configurations with any third party for the purpose of replication or competitive development; or (d) engage any contractor, employee, or subcontractor to reverse-engineer or replicate the Company’s proprietary methods or systems. Any breach of this provision shall entitle the Company to immediate termination of Services without refund and to seek injunctive relief and damages, including lost profits, without the requirement of posting a bond or other security.
6. CONFIDENTIALITY
Each party agrees to hold in strict confidence all Confidential Information received from the other party and to use such information solely for purposes of performing its obligations under this Agreement. Neither party shall disclose Confidential Information to any third party without the other party's prior written consent, except as required by law, court order, or regulatory authority. This obligation of confidentiality shall survive termination of this Agreement for a period of three (3) years.
7. THIRD-PARTY SERVICES — LIMITATION OF LIABILITY
The Company acts as a coordinator and integrator of Third-Party Provider services. THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM THE ACTS, OMISSIONS, ERRORS, DELAYS, POLICY CHANGES, SYSTEM OUTAGES, ACCOUNT SUSPENSIONS, REGULATORY ACTIONS, OR DECISIONS OF ANY THIRD-PARTY PROVIDER, INCLUDING BUT NOT LIMITED TO:
(b) Twilio, Inc., GoHighLevel, or any other telecommunications or SaaS provider for service interruptions, compliance enforcement actions, or account restrictions;
(d) Stripe, Inc. or any payment processor for transaction disputes, holds, or account restrictions.
Client acknowledges that it has reviewed and independently agrees to the terms of service of all applicable Third-Party Providers and assumes all risks associated therewith.
8. DISCLAIMER OF WARRANTIES
8.1 General Warranty Disclaimer
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR COMPLETENESS. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
8.2 No Uptime Guarantee; Service Availability Disclaimer
THE COMPANY DOES NOT WARRANT, REPRESENT, OR GUARANTEE ANY SPECIFIC LEVEL OF AVAILABILITY, UPTIME, RESPONSE TIME, OR UNINTERRUPTED ACCESS TO THE SERVICES, INCLUDING WITHOUT LIMITATION THE SAAS PLATFORM, AI CHATBOT, SMS ROUTING, MISSED-CALL-TEXT-BACK AUTOMATION, OR ANY OTHER FEATURE. The Services may be subject to interruptions, outages, degraded performance, or temporary unavailability due to scheduled maintenance, emergency maintenance, third-party infrastructure failures (including Twilio, GoHighLevel, OpenAI, or cloud providers), cyberattacks, force majeure events, or other causes within or outside the Company’s control. The Company does not guarantee a minimum uptime percentage and provides no service level agreement (SLA) unless one is expressly set forth in a separate written addendum signed by an authorized officer of the Company. CLIENT EXPRESSLY ACKNOWLEDGES THAT SERVICE INTERRUPTIONS ARE AN INHERENT CHARACTERISTIC OF CLOUD-BASED SOFTWARE AND TELECOMMUNICATIONS SERVICES, AND THAT NO REFUND, CREDIT, OR LIABILITY SHALL ARISE FROM ANY PERIOD OF UNAVAILABILITY, REGARDLESS OF DURATION OR CAUSE.
8.3 No Guarantee of Business Results
THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL GENERATE ANY SPECIFIC VOLUME OF LEADS, CALLS, BOOKINGS, REVENUE, OR OTHER BUSINESS OUTCOMES FOR CLIENT. Client acknowledges that results from marketing automation, AI chatbot interactions, SMS campaigns, and digital advertising are subject to numerous variables outside the Company’s control, including market conditions, Client’s responsiveness to leads, geographic factors, competitive landscape, and Client’s own business practices. Any case studies, testimonials, or projected outcomes shared by the Company are illustrative only and do not constitute a guarantee of similar results.
9. LIMITATION OF LIABILITY
9.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXUS VISION VENTURES LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COSTS OF SUBSTITUTE SERVICES, OR DAMAGES RESULTING FROM REGULATORY, TAX, OR IMMIGRATION ACTIONS BY ANY GOVERNMENTAL AUTHORITY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
9.2 Cap on Liability
THE COMPANY'S TOTAL AND CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO THE COMPANY DURING THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000.00 USD). IN ALL CASES, THE MINIMUM FLOOR OF THE COMPANY’S LIABILITY SHALL BE ONE HUNDRED DOLLARS ($100.00 USD), SUCH THAT IF THE AMOUNTS PAID BY CLIENT DURING THE APPLICABLE PERIOD ARE LESS THAN $100.00 USD OR CLIENT HAS MADE NO PAYMENT, THE COMPANY’S MAXIMUM LIABILITY SHALL BE $100.00 USD. THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS, WHETHER BASED IN CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND REFLECTS AN INFORMED, VOLUNTARY ALLOCATION OF RISK.
9.3 Essential Basis
Client acknowledges that the limitations of liability set forth in this Section 9 reflect a reasonable and negotiated allocation of risk and are an essential element of the basis of the bargain between the parties, without which the Company would not have entered into this Agreement.
10. INDEMNIFICATION
Client agrees to indemnify, defend (with counsel reasonably acceptable to the Company), and hold harmless Nexus Vision Ventures LLC and its members, managers, officers, employees, agents, affiliates, contractors, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Client's use or misuse of the Services; (b) Client's violation of any provision of this Agreement; (c) Client's violation of any applicable law, regulation, or third-party right; (d) any false or misleading representation made by Client under Section 3 of this Agreement; (e) any claim by a third party arising from Client's business operations facilitated through the Company's Services; or (f) any tax, regulatory, or governmental action taken against Client as a result of Client's own conduct or failure to comply with applicable law.
11. TERM AND TERMINATION
This Agreement commences on the date of Client's acceptance and continues until terminated. Either party may terminate this Agreement upon thirty (30) days' written notice. The Company may terminate immediately, without notice or liability, upon (a) Client's material breach of any provision of this Agreement; (b) Client's insolvency, bankruptcy, or assignment for the benefit of creditors; (c) any reasonable suspicion of Client's violation of AML/KYC obligations under Section 3; or (d) Client's failure to pay any outstanding amounts when due. Upon termination, all licenses granted hereunder shall immediately terminate, and Client shall remain liable for all outstanding payment obligations accrued through the date of termination. Sections 3, 4, 5, 6, 8, 9, 10, 12, and 13 shall survive termination of this Agreement.
11.2 Service Abandonment; Time is of the Essence
TIME IS OF THE ESSENCE under this Agreement. If Client fails to provide, within thirty (30) calendar days of the date of the Company’s initial written request, any information, documentation, decision, or authorization necessary to complete the agreed-upon services—including without limitation passport copies, proof of residential or business address, entity name selection and alternates, Employer Identification Number (EIN) information, USPS Form 1583 and required identification documents, or onboarding credentials for SaaS platform configuration—the relevant service or project shall be formally and automatically classified as “ABANDONED” as of the expiration of such thirty (30) day period without further action by the Company.
Upon classification as Abandoned: (a) the Company’s obligations under this Agreement with respect to the affected service shall be deemed fully satisfied and discharged in their entirety without any liability to Client; (b) the Company’s failure to complete the services shall not constitute a breach of this Agreement; (c) all fees and payments made by Client for the abandoned service shall be fully earned and non-refundable, as the Company will have incurred internal resource, time, personnel, and platform allocation costs in preparation for service delivery; (d) any reserved entity names, pending EIN applications, account configurations, domain reservations, or other preparatory work may be released, cancelled, or reallocated by the Company at its sole discretion and without notice to Client; and (e) if Client wishes to resume an abandoned project, Client must execute a new agreement and remit all applicable fees in full, with no credit, offset, or deduction for previously paid amounts. The Company shall have no obligation to provide any additional notice to Client beyond the initial written request contemplated herein.
11.3 Data Portability, Retention, and Deletion Upon Termination
Upon termination or expiration of this Agreement for any reason, the following data rights and obligations shall apply: (a) ACCESS WINDOW: Client shall have thirty (30) calendar days following the effective date of termination (the “Data Access Period”) to export, download, or otherwise retrieve Client’s business data from the platform, including without limitation contact lists, conversation histories, pipeline records, and campaign reports. The Company will maintain Client’s data in a read-only, non-editable state during the Data Access Period; (b) DATA EXPORT: Client may request a data export in a standard machine-readable format (CSV or JSON) by submitting a written request to the Company within the Data Access Period. The Company will fulfill such request within ten (10) business days at no additional charge for one (1) standard export; (c) DELETION: Following the expiration of the Data Access Period, the Company reserves the right to permanently delete all Client data from its active systems. The Company shall have no obligation to retain Client data beyond sixty (60) days after the termination date; (d) BACKUP COPIES: The Company may retain anonymized, aggregated, or de-identified data derived from Client’s use of the platform for product improvement, analytics, and benchmarking purposes, provided such data cannot reasonably be used to identify Client or Client’s end-customers; (e) SURVIVAL OF PAYMENT OBLIGATIONS: Termination of this Agreement does not extinguish any outstanding payment obligations of Client. Any fees, charges, or penalties that accrued prior to the termination date remain fully due and payable. The Company reserves the right to withhold data export fulfillment until all outstanding balances are paid in full.
12. MANDATORY ARBITRATION, CLASS ACTION WAIVER & JURY TRIAL WAIVER
12.1 Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES (INCLUDING THE FORMATION, VALIDITY, INTERPRETATION, BREACH, OR TERMINATION HEREOF) SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES, AS AMENDED FROM TIME TO TIME.
MANDATORY PRE-ARBITRATION GOOD FAITH NEGOTIATION: Before either party may initiate arbitration, the party seeking resolution must first provide written notice to the other party specifically describing the nature of the dispute, the relief sought, and the factual and legal basis for the claim (a “Dispute Notice”). For a period of thirty (30) calendar days following delivery of the Dispute Notice (or such longer period as the parties may agree in writing), both parties shall negotiate in good faith to attempt to resolve the dispute without arbitration. This negotiation period is a condition precedent to arbitration; no arbitration proceeding may be commenced until this thirty (30) day negotiation period has expired without resolution. The negotiation requirement shall not apply where either party seeks emergency injunctive relief under Section 12.4, or where the applicable statute of limitations would expire during the negotiation period. The arbitration shall be conducted by a single neutral arbitrator selected pursuant to the AAA Rules. The seat of arbitration shall be Clark County, Nevada. The language of arbitration shall be English. The arbitrator shall have authority to award any remedy that would be available in a court of competent jurisdiction, subject to the limitations set forth in Section 9. ARBITRATION FEES AND COST ALLOCATION: For any dispute in which the total amount in controversy is less than FIVE THOUSAND DOLLARS ($5,000.00 USD), the Company shall pay all AAA administrative fees and arbitrator compensation. For disputes between $5,000 and $75,000, the parties shall split AAA administrative fees equally, and the arbitrator shall allocate arbitrator compensation in the final award in accordance with AAA Rules. For disputes exceeding $75,000, standard AAA fee allocation rules shall apply. If the arbitrator finds that a party filed a claim or defense in bad faith or for purposes of harassment, the arbitrator may award the non-filing party its reasonable attorneys’ fees and costs. The parties agree that this fee structure is designed to ensure that the arbitration clause does not operate as a practical bar to any party’s access to dispute resolution.
12.2 Class Action and Collective Proceeding Waiver
CLIENT WAIVES ANY RIGHT TO PARTICIPATE IN OR BRING A CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL ACTION AGAINST THE COMPANY. CLAIMS MAY ONLY BE BROUGHT IN CLIENT'S INDIVIDUAL CAPACITY. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.
12.3 Jury Trial Waiver
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
12.4 Exceptions
Notwithstanding the foregoing, either party may seek emergency injunctive or provisional relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute by arbitration.
13. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Nevada, United States of America, without regard to its conflict of laws principles. For any disputes not subject to mandatory arbitration under Section 12, each party irrevocably consents to exclusive jurisdiction and venue in the state and federal courts located in Clark County, Nevada. CLIENT EXPRESSLY WAIVES ANY OBJECTION TO PERSONAL JURISDICTION OR VENUE IN SUCH COURTS.
13.2 International Clients; Waiver of Local Law Protections
This Agreement is intended for use by clients operating in any jurisdiction globally. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT: (a) by entering into this Agreement, Client voluntarily and knowingly submits to the exclusive jurisdiction, governing law, and dispute resolution mechanisms set forth in this Section 13, regardless of Client’s country of residence, citizenship, domicile, or principal place of business; (b) to the fullest extent permitted by applicable law, Client waives any right to invoke the consumer protection laws, adhesion contract doctrines, mandatory arbitration opt-out rights, or any other local law protections of Client’s home jurisdiction that would conflict with the terms of this Agreement, including without limitation the mandatory arbitration clause in Section 12 and the limitation of liability in Section 9; (c) Client represents and warrants that Client has the legal capacity and authority to enter into this Agreement and to waive the local law protections described herein; (d) Client acknowledges that this Agreement was reviewed, negotiated (or available for negotiation), and accepted by Client in the English language, and that Client has had the opportunity to seek independent legal counsel regarding its terms; and (e) any judgment or award obtained by the Company against Client in Nevada or through AAA arbitration may be enforced in any jurisdiction where Client or Client’s assets are located, and Client consents to such enforcement and waives any objection thereto based on public policy, lack of jurisdiction, or any other ground. Nothing in this Section shall be construed to limit the Company’s right to seek enforcement of any award or judgment in any competent court of any jurisdiction.
13.3 Electronic Acceptance; Evidentiary Effect
The Company retains records of Client’s electronic acceptance of this Agreement, including the timestamp, IP address, browser fingerprint, and method of acceptance (checkbox, payment submission, or electronic signature) associated with each acceptance event. CLIENT EXPRESSLY AGREES THAT SUCH RECORDS SHALL CONSTITUTE PRIMA FACIE EVIDENCE OF CLIENT’S KNOWING AND VOLUNTARY ACCEPTANCE OF ALL TERMS OF THIS AGREEMENT IN ANY ARBITRATION, JUDICIAL, OR ADMINISTRATIVE PROCEEDING. The Company’s record of acceptance shall be presumed accurate unless Client produces clear and convincing evidence to the contrary. Client waives any right to argue that they did not read, understand, or have adequate opportunity to review this Agreement as a defense in any dispute, having had the opportunity to do so prior to acceptance.
14. PRIVACY AND DATA PROCESSING
The Company collects and processes personal data submitted by Client in connection with the Services, including name, address, email, payment information, and business information, for the purposes of service delivery, legal compliance, AML/KYC verification, and account management. The Company employs industry-standard security measures to protect Client data; however, the Company cannot guarantee absolute security and disclaims liability for unauthorized access resulting from Client's own security failures. The Company may share Client data with Third-Party Providers, governmental authorities, and law enforcement as required by applicable law. By accepting this Agreement, Client consents to such processing and disclosure.
15. FORCE MAJEURE
The Company shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, pandemic, governmental action, internet or telecommunications outages, cyberattacks, or failures of Third-Party Providers. In such events, the Company's obligations shall be suspended for the duration of the force majeure event.
16. ACCEPTABLE USE POLICY, ANTI-SPAM & TELECOMMUNICATIONS COMPLIANCE
16.1 Prohibition of Spam and Unsolicited Communications
Client agrees to use all telecommunications, SMS/MMS, email, WhatsApp, voice, and AI automation services provided by or through the Company exclusively for lawful, legitimate commercial communications directed to recipients who have provided prior express written consent. Client shall strictly comply with all applicable federal and state laws governing electronic communications, including without limitation: (i) the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, and its implementing regulations (47 C.F.R. Part 64); (ii) the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act), 15 U.S.C. §§ 7701–7713; (iii) applicable state anti-spam statutes; (iv) the rules and acceptable use policies of all telecommunications carriers and platform providers (including Twilio, Inc., GoHighLevel, Meta Platforms, Inc., and their respective downstream providers); and (v) any regulations promulgated by the Federal Communications Commission (FCC) or the Federal Trade Commission (FTC). THE COMPANY EXPRESSLY PROHIBITS THE FOLLOWING: unsolicited bulk messaging (spam); phishing, smishing, or vishing campaigns; spoofing of caller ID or sender identity; transmission of deceptive, misleading, or unlawful content; and any communication that has not been solicited by the recipient through a valid opt-in mechanism.
16.2 Opt-In Consent Warranty and Recordkeeping Obligation
Client irrevocably represents, warrants, and covenants that: (a) prior to transmitting any SMS, MMS, WhatsApp message, email, or automated telephone call through the Company’s platform, Client has obtained the prior, express, written consent (“Opt-In”) of each and every recipient, in a form that fully complies with the TCPA, CAN-SPAM Act, and all applicable carrier requirements, including where required, CTIA Messaging Principles and Best Practices; (b) Client maintains complete, accurate, and auditable records of all such Opt-In consents, including the date, time, IP address, method of consent, and the exact consent language presented to each recipient, for a minimum period of five (5) years from the date of each consent or the date of last contact, whichever is later; (c) Client has implemented and maintains a fully functional, conspicuous, and immediately effective opt-out mechanism for all campaigns, and Client processes all opt-out requests within no more than ten (10) business days of receipt; (d) Client does not send any communication to any number or address on any applicable Do-Not-Call (DNC) registry, wireless number list, or internal suppression list; and (e) all contact data used by Client was lawfully obtained and is used in strict compliance with applicable privacy laws, including the California Consumer Privacy Act (CCPA) and any other applicable state privacy statutes. Upon request by the Company, Client shall produce its consent records within forty-eight (48) hours. Client’s failure to produce such records shall create an irrebuttable presumption of non-compliance.
16.3 Client’s Exclusive Liability for Fines, Carrier Violations, and Regulatory Actions
CLIENT SHALL BE THE SOLE, EXCLUSIVE, AND FULLY INDEMNIFYING PARTY responsible for all consequences, financial penalties, fines, regulatory actions, carrier violations, platform suspensions, and third-party claims arising from Client’s use of the telecommunications and messaging services, including without limitation: (a) fines or penalties imposed by the FCC, FTC, state attorneys general, or any other governmental authority under the TCPA, CAN-SPAM Act, or any analogous law; (b) fines, fees, or penalties assessed by Twilio, Inc., GoHighLevel, or any other telecommunications carrier or platform provider as a result of Client’s messaging campaigns, including but not limited to A2P 10DLC non-compliance fees, carrier surcharges, or campaign suspension fees; (c) costs and damages arising from any consumer complaints, class action lawsuits, or regulatory investigations triggered by Client’s messaging activities; and (d) any costs incurred by the Company in responding to subpoenas, government inquiries, or carrier audits related to Client’s activities. IN ADDITION TO THE FOREGOING: (a) CLIENT AGREES TO PROMPTLY REIMBURSE THE COMPANY, within ten (10) business days of written notice from the Company, for: (i) the full and exact dollar amount of any fine, fee, or penalty actually imposed upon or charged to the Company by any third party or governmental authority as a direct or indirect result of Client’s actions or omissions; PLUS (ii) an administrative handling and compliance fee of FIVE HUNDRED DOLLARS ($500.00 USD) per incident to compensate the Company for management, legal review, and reputational harm. Such amounts shall constitute liquidated damages, not a penalty, the parties agreeing that actual damages would be difficult to ascertain; (b) PAYMENT AUTHORIZATION: Client separately and specifically authorizes the Company to charge Client’s payment method on file for amounts described in clause (a) above ONLY after the Company has provided Client with written notice of the specific fine amount and a five (5) business day opportunity to dispute or pay by alternative means. In the event of any emergency carrier suspension or immediate regulatory action requiring same-day payment, the Company may charge Client’s card immediately but must provide written documentation within 24 hours; (c) THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9 OF THIS AGREEMENT SHALL NOT APPLY TO AMOUNTS OWED BY CLIENT UNDER THIS SECTION 16.3.
16.4 Automated Monitoring, Immediate Suspension, and Account Termination
The Company employs automated and manual monitoring systems to detect potential violations of this Section 16, including without limitation elevated message bounce rates, spam complaint rates exceeding carrier thresholds, carrier filtering events, STOP/unsubscribe response rates above industry norms, and other indicators of non-compliant messaging conduct. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION AND WITHOUT PRIOR NOTICE, OBLIGATION TO CURE, OR LIABILITY OF ANY KIND, TO: (a) immediately suspend Client’s access to any or all telecommunications and messaging features; (b) permanently terminate Client’s account and all associated Services; (c) retain all prepaid fees and credits without refund; (d) report Client’s activities to relevant carriers, platforms, and regulatory authorities; and (e) pursue all available legal and equitable remedies. Client acknowledges that given the real-time and automated nature of telecommunications services, suspension without prior notice is commercially reasonable and necessary to protect the Company, its infrastructure, other clients, and the public from regulatory and legal harm. CLIENT WAIVES ANY CLAIM FOR DAMAGES ARISING FROM SUCH SUSPENSION OR TERMINATION.
16.5 Personal Liability of Client’s Principals; Corporate Veil Not a Defense
Where Client is a legal entity (including an LLC, corporation, partnership, or other organization), the individual(s) who executed this Agreement on behalf of Client AND each beneficial owner, principal, member, or controlling party of Client who owns or controls, directly or indirectly, twenty-five percent (25%) or more of Client (collectively, the “Guarantors”) hereby jointly and severally, personally and unconditionally guarantee the full and timely performance of all obligations of Client under this Section 16, including payment of all fines, fees, and administrative charges set forth in Section 16.3. Each Guarantor agrees that: (a) this personal guarantee is enforceable directly against each Guarantor without requirement that the Company first exhaust remedies against the Client entity; (b) the corporate, LLC, or other organizational form of Client shall not constitute a defense to enforcement of this guarantee; (c) this guarantee is a primary obligation, not a secondary or surety obligation; and (d) this guarantee shall survive and remain in full force notwithstanding the dissolution, bankruptcy, insolvency, or cessation of operations of Client. By executing this Agreement on behalf of a legal entity, the signatory represents and warrants that they have the authority to bind all beneficial owners and principals of Client to this guarantee, and that the beneficial owners and principals have consented to be bound by these terms.
16.6 Compliance Audit Rights
The Company reserves the right, upon reasonable notice or immediately in exigent circumstances, to audit Client’s use of the telecommunications services, review campaign configurations, inspect consent records, and request any documentation necessary to verify compliance with this Section 16 and applicable law. Client shall cooperate fully and promptly with any such audit. The cost of any audit that reveals a material violation of this Section shall be borne exclusively by Client at a rate of $250.00 USD per hour for Company personnel time, plus any third-party audit costs.
16.7 Prohibition of Fraudulent, Discriminatory, and Consumer-Law Violating Conduct
In addition to the prohibitions set forth in Sections 16.1 through 16.6, Client expressly agrees not to use the Services in any manner that: (a) constitutes fraud, misrepresentation, deceptive trade practices, or false advertising under any applicable federal or state law, including the Federal Trade Commission Act (15 U.S.C. § 45), state consumer protection statutes, or any analogous law; (b) discriminates against any person on the basis of race, color, national origin, religion, sex, disability, familial status, or any other protected class under applicable federal or state fair housing, civil rights, or consumer protection law; (c) violates price-gouging statutes, emergency pricing regulations, or any price transparency requirements applicable to Client’s trade or industry; (d) involves unauthorized use of another person’s identity, business name, or contact information; or (e) uses the Company’s platform to contact individuals in a manner that constitutes harassment, stalking, or repeated unwanted contact. Client acknowledges that the Company’s platform is a neutral technology tool and that Client bears sole and exclusive responsibility for the legality, ethics, and regulatory compliance of all communications and transactions conducted through it. Any governmental investigation, regulatory action, consumer complaint, or civil lawsuit arising from Client’s conduct shall be defended and indemnified by Client pursuant to Section 10 of this Agreement.
16.8 Non-Disparagement and Reputational Protection
Client agrees, during the term of this Agreement and for a period of twenty-four (24) months following its termination or expiration, not to: (a) publish, post, broadcast, or otherwise disseminate any false, misleading, defamatory, or disparaging statement, review, or content—whether orally, in writing, or in any digital medium including without limitation social media platforms, review sites (including Google, Yelp, Trustpilot, Facebook, or Clutch), online forums, or messaging applications—about the Company, its officers, employees, agents, affiliates, or its Services; (b) encourage, solicit, or facilitate third parties to post disparaging or false reviews or statements about the Company; or (c) file or threaten to file any complaint with any regulatory body, consumer protection agency, or governmental authority that Client knows to be false or materially misleading. This Section does not prohibit Client from making truthful statements about Client’s experiences with the Services in private communications with Client’s legal counsel, or as required by applicable law or valid legal process. In the event of any breach of this Section, the Company shall be entitled to seek immediate injunctive relief without bond in any court of competent jurisdiction, in addition to all other remedies available at law or in equity, including monetary damages. The Company acknowledges that Client retains the right to make truthful, good-faith reports to governmental authorities or to provide accurate testimony in legal proceedings, and nothing in this Section shall be construed to prohibit such protected activity.
17. GENERAL PROVISIONS
17.1 Entire Agreement
This Agreement, together with any Order Forms and incorporated documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, warranties, and agreements, whether written or oral. CLIENT EXPRESSLY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION, PROMISE, STATEMENT, ADVERTISEMENT, DEMONSTRATION, OR DESCRIPTION MADE BY ANY PERSON—INCLUDING WITHOUT LIMITATION ANY SALES REPRESENTATIVE, CONTRACTOR, AFFILIATE, RESELLER, OR AGENT OF THE COMPANY—THAT IS NOT EXPRESSLY CONTAINED IN THIS WRITTEN AGREEMENT. Any representation, promise, or commitment not expressly stated in this Agreement is hereby disclaimed by the Company and shall have no legal force or effect. Client waives any claim based on representations that are inconsistent with, or not contained in, this Agreement.
17.2 Amendments
The Company reserves the right to modify this Agreement at any time by posting the revised version on its website or notifying Client by email. Continued use of the Services after the effective date of any modification constitutes Client's acceptance of the modified Agreement.
17.3 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
17.4 Waiver
No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise thereof.
17.5 Assignment
Client may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement freely, including in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.
17.6 Notices
All notices required or permitted under this Agreement shall be in writing and delivered by email with confirmation of receipt or by certified mail to the addresses on record. Notices to the Company shall be directed to: [email protected].
17.7 Electronic Signatures and Acceptance
Client's electronic acceptance of this Agreement (including by checkbox, electronic signature, or payment submission) constitutes a valid and binding signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) and has the same legal effect as a handwritten signature.
17.8 Language
This Agreement has been drafted in English and Spanish. In the event of any conflict or inconsistency between the two versions, the English version shall prevail.
17.9 Unauthorized Representations; Limitation of Agent and Contractor Authority
CRITICAL NOTICE TO CLIENT: THE COMPANY OPERATES THROUGH SALES REPRESENTATIVES, INDEPENDENT CONTRACTORS, AFFILIATES, AND THIRD-PARTY RESELLERS (COLLECTIVELY, “SALES AGENTS”) WHO ARE AUTHORIZED SOLELY TO DESCRIBE THE SERVICES AS SET FORTH IN THIS AGREEMENT AND ON THE COMPANY’S OFFICIAL WEBSITE. SALES AGENTS HAVE NO AUTHORITY, EXPRESS OR IMPLIED, TO: (a) guarantee specific revenue outcomes, lead volumes, call volumes, conversion rates, or any other business performance metric; (b) promise refunds, credits, or payment terms other than those expressly set forth in this Agreement; (c) modify, waive, or supplement any provision of this Agreement; (d) represent that the Services include features, deliverables, or capabilities not described in the applicable plan documentation; (e) make any commitment regarding response times, service levels, or uptime percentages beyond those stated in this Agreement; or (f) offer discounts, extended trial periods, or special pricing arrangements unless confirmed in a written Order Form signed by an authorized officer of the Company.
CLIENT’S DUTY TO VERIFY: Before submitting payment or accepting this Agreement, Client is solely responsible for verifying that all features, deliverables, and outcomes described by any Sales Agent are accurately reflected in this written Agreement and in the plan description at the official checkout page. Client’s electronic acceptance of this Agreement constitutes Client’s representation that Client has performed such verification and that Client’s purchase decision is based exclusively on the written terms of this Agreement and the official plan documentation, and NOT on any verbal or written statement by any Sales Agent. If any Sales Agent made a representation to Client that Client believes is material and that is not contained in this Agreement, Client’s sole remedy is to refrain from accepting this Agreement and to contact the Company at [email protected] before purchase to seek written confirmation from an authorized Company officer.
CONFIRMATION EMAIL AS DEFINITIVE STATEMENT OF PURCHASE: Upon Client’s payment, the Company will transmit an automated confirmation email to the email address on file summarizing the plan purchased, the monthly fee, and a hyperlink to this Agreement (the “Purchase Confirmation”). THE PURCHASE CONFIRMATION, TOGETHER WITH THIS AGREEMENT, CONSTITUTES THE COMPLETE AND DEFINITIVE STATEMENT OF WHAT THE COMPANY HAS AGREED TO PROVIDE. Any verbal representation, sales script statement, or communication made prior to purchase that conflicts with or supplements the Purchase Confirmation is hereby superseded. Client agrees to review the Purchase Confirmation promptly upon receipt and to notify the Company at [email protected] within forty-eight (48) hours if the Purchase Confirmation does not accurately reflect what Client understood it was purchasing. Failure to provide such notice within forty-eight (48) hours shall constitute Client’s irrevocable acceptance that the Purchase Confirmation accurately reflects the agreed scope of Services.
COMPANY’S INTERNAL REMEDIES: The Company maintains an internal policy prohibiting Sales Agents from making representations inconsistent with this Agreement. Client acknowledges that: (a) the Company’s internal disciplinary actions against Sales Agents who violate this policy are the Company’s internal business matter and do not create any independent right of recovery for Client; (b) the existence of an unauthorized representation by a Sales Agent does not entitle Client to services, refunds, or outcomes beyond those set forth in this Agreement; and (c) the Company’s prompt corrective action upon learning of unauthorized representations—including termination of the Sales Agent and notification to the affected Client—shall be considered full satisfaction of any obligation the Company may have arising from such unauthorized representation, provided no actual financial harm to Client has occurred. Where a Sales Agent’s unauthorized representation caused Client to pay for services materially different from what was delivered, Client’s remedy shall be limited to a pro-rated credit or refund of amounts paid for the undelivered services, as determined by the Company in its reasonable discretion, which shall constitute Client’s sole and exclusive remedy for such unauthorized representation.
18. ARTIFICIAL INTELLIGENCE (AI) ACKNOWLEDGMENT AND LIMITATION OF LIABILITY
18.1 Nature of AI Systems
Client acknowledges and expressly agrees that artificial intelligence and machine learning language models (“AI Systems”) incorporated into the Company’s platform—including without limitation AI-powered chatbots, automated response agents, missed-call-text-back AI, and any AI features included in the ULTIMATE GROWTH tier or other applicable plans—are probabilistic and generative systems. AI Systems do not reason, guarantee accuracy, or replicate human judgment. The Company configures AI Systems to operate within defined parameters, scripts, and knowledge bases; however, THE COMPANY CANNOT AND DOES NOT GUARANTEE 100% ACCURACY, COMPLETENESS, APPROPRIATENESS, OR SUITABILITY OF ANY AI-GENERATED RESPONSE IN ANY GIVEN CONTEXT.
18.2 AI Hallucinations, Errors, and Emergency Situations
Client acknowledges the phenomenon commonly known as “AI hallucination,” in which AI Systems may generate plausible-sounding but factually incorrect, misleading, or contextually inappropriate responses. AI Systems are NOT a substitute for human judgment, professional expertise, or emergency response protocols. CLIENT EXPRESSLY ACKNOWLEDGES THAT AI-GENERATED RESPONSES MUST NOT BE RELIED UPON IN EMERGENCY SITUATIONS, AND THAT CLIENT IS SOLELY RESPONSIBLE FOR MAINTAINING ADEQUATE HUMAN OVERSIGHT OF ALL AI INTERACTIONS, INCLUDING WITHOUT LIMITATION AFTER-HOURS AUTOMATED RESPONSES TO CLIENTS AND CUSTOMERS OF CLIENT’S BUSINESS. This is particularly critical in industries where response errors could cause harm, financial loss, or customer safety issues (e.g., towing, emergency plumbing, medical-adjacent trades).
18.3 Client’s Monitoring Obligation and Assumption of Risk
Client agrees to: (a) actively monitor AI conversation logs on a regular basis; (b) implement appropriate human review and escalation protocols for AI-handled inquiries; (c) promptly notify the Company of any AI responses that appear inaccurate, offensive, or commercially harmful; and (d) not deploy AI Systems in any context where an error could result in personal injury, property damage, or regulatory violation without appropriate human safeguards. CLIENT HOLDS NEXUS VISION VENTURES LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AND AFFILIATES FULLY AND COMPLETELY HARMLESS AGAINST ANY AND ALL CLAIMS, LOSSES, LOST REVENUE, MISQUOTES, MISSED APPOINTMENTS, REGULATORY COMPLAINTS, OR ANY OTHER LIABILITY WHATSOEVER RESULTING FROM AI INTERACTIONS, AI HALLUCINATIONS, AI ERRORS, OR SYSTEM DOWNTIME. The Company’s liability for any AI-related incident is expressly limited as set forth in Section 9 of this Agreement.
18.4 AI System Availability and Downtime
The Company does not warrant that AI Systems will be available at all times or free from interruption. AI System availability is subject to the uptime terms of underlying third-party infrastructure providers (including without limitation OpenAI, Anthropic, Google, or other model providers as applicable). The Company shall have no liability for any business impact arising from AI system downtime, model updates, or changes to third-party AI provider terms or capabilities.
18.5 Prohibited AI Uses; Emergency Situations
CLIENT IS EXPRESSLY PROHIBITED FROM DEPLOYING THE COMPANY’S AI SYSTEMS AS THE SOLE OR PRIMARY POINT OF CONTACT IN ANY SITUATION INVOLVING: (a) risk to human life, personal safety, or physical injury; (b) gas leaks, flooding, fire, structural emergencies, or any other condition requiring immediate emergency services; (c) legal, medical, or financial advice of any kind; or (d) any other context in which an error or delay in response could foreseeably cause harm to persons or property. In industries such as towing, roadside assistance, plumbing, HVAC, and other trades where after-hours AI interactions may involve emergencies, Client must implement human escalation protocols and prominently inform end-users that they are interacting with an automated system and provide clear instructions to call 911 or an emergency line for urgent situations. Client’s failure to implement such protocols constitutes a material breach of this Agreement and Client assumes all resulting liability. THE COMPANY BEARS ZERO LIABILITY FOR ANY HARM, INJURY, PROPERTY DAMAGE, OR LOSS ARISING FROM CLIENT’S FAILURE TO MAINTAIN ADEQUATE HUMAN OVERSIGHT OF AI-HANDLED INTERACTIONS.
18.6 Prohibited AI Content and Use Restrictions
Client shall not use, configure, or permit the AI Systems to: (a) make binding commitments, quotes, prices, or contractual offers on behalf of Client without human review and confirmation; (b) collect sensitive personal information including Social Security numbers, payment card data, or health information through automated chat; (c) impersonate a human agent without disclosing the automated nature of the interaction when directly and sincerely asked by an end-user; (d) generate, transmit, or facilitate any content that is defamatory, harassing, discriminatory, obscene, or otherwise unlawful; or (e) provide any information that the Client’s business is not licensed or authorized to provide. Client is solely responsible for reviewing, approving, and auditing all AI response templates, knowledge base content, and automated workflows configured through the platform.
19. THIRD-PARTY ADVERTISING — GOOGLE ADS AND PAID MEDIA
19.1 Scope of Company’s Advertising Services
If Client’s selected plan includes advertising setup, campaign configuration, or management services (including without limitation Google Ads Lite or any similar paid media management feature included in the ULTIMATE GROWTH tier or any other applicable plan), the monthly subscription fee paid to the Company covers exclusively the Company’s services for: campaign structure and setup, keyword research, ad copy creation, conversion tracking configuration, ongoing campaign optimization, and SaaS platform integration. THE MONTHLY SUBSCRIPTION FEE DOES NOT INCLUDE, AND DOES NOT APPLY TOWARD, THE ACTUAL ADVERTISING BUDGET (“AD SPEND”) PAID DIRECTLY TO GOOGLE LLC OR ANY OTHER THIRD-PARTY ADVERTISING PLATFORM.
19.2 Client’s Direct Obligation for Ad Spend
Client understands and expressly agrees that: (a) the actual cost of advertising clicks, impressions, or other media inventory (“Ad Spend”) is charged directly and separately by the applicable third-party platform (e.g., Google LLC via Google Ads) to the billing method Client has registered with that platform; (b) Ad Spend is billed entirely at the discretion and under the policies of the applicable third-party platform, and the Company has no control over, and bears no liability for, the amount billed, the timing of charges, or fluctuations in cost-per-click (CPC), cost-per-lead (CPL), or any other pricing metric; (c) Client is solely responsible for setting, monitoring, and controlling Ad Spend budgets within the applicable third-party platform’s interface; and (d) the Company makes no guarantee as to the number of leads, calls, clicks, conversions, or any other measurable outcome resulting from any advertising campaign.
19.3 Account Suspensions and Platform Policy Compliance
THE COMPANY IS NOT RESPONSIBLE FOR THE SUSPENSION, DISAPPROVAL, RESTRICTION, OR TERMINATION OF CLIENT’S ADVERTISING ACCOUNT(S) BY ANY THIRD-PARTY PLATFORM, INCLUDING WITHOUT LIMITATION GOOGLE LLC. Such actions are taken at the sole discretion of the applicable third-party platform under its own terms of service and advertising policies. Client acknowledges that Google and other platforms may suspend accounts for a wide variety of reasons, including but not limited to policy violations, billing issues, suspicious activity, or unilateral platform decisions, and that such suspension does not constitute a failure of performance by the Company under this Agreement and does not entitle Client to any refund of subscription fees. The Company will make commercially reasonable efforts to assist Client in remedying any avoidable policy violations but makes no guarantee of account reinstatement.
19.4 Client Approval of Campaign Strategy; Assumption of Performance Risk
Prior to the activation of any paid advertising campaign managed by the Company, Client shall review and provide written approval (which may be given via email or through the Company’s platform) of the proposed campaign structure, including ad copy, target keywords, geographic targeting, and budget allocation. CLIENT’S APPROVAL OF A CAMPAIGN STRUCTURE CONSTITUTES CLIENT’S ACKNOWLEDGMENT THAT: (a) the strategy reflects Client’s business goals and instructions; (b) advertising performance metrics including cost-per-click (CPC), cost-per-lead (CPL), cost-per-acquisition (CPA), click-through rate (CTR), and conversion rate are estimates only and are not guaranteed; (c) market conditions, competition, seasonality, Google’s algorithm changes, and other variables beyond the Company’s control materially affect campaign performance; and (d) Client assumes full financial risk for all Ad Spend committed to third-party platforms regardless of campaign performance outcomes. The Company’s obligation is limited to competent campaign configuration and ongoing optimization in accordance with industry-standard practices; it does not extend to guaranteeing any specific return on ad spend (ROAS) or business outcome.
19.5 Google Account Ownership and Access
Client is strongly encouraged to maintain ownership of their own Google Ads account, Google Analytics account, and Google Business Profile. Where the Company creates or manages accounts on Client’s behalf, Client shall be designated as the account owner or administrator. Upon termination of this Agreement for any reason, Client shall retain full access to all advertising accounts, historical campaign data, and performance reports. The Company shall not hold Client’s advertising accounts hostage or restrict access as a condition of any dispute, outstanding balance, or termination. Any outstanding balance owed to the Company shall be pursued exclusively through the collection mechanisms set forth in this Agreement.
20. CLIENT BUSINESS LICENSE WARRANTY AND INDUSTRY COMPLIANCE
20.1 Business License and Authorization Warranty. Client represents, warrants, and covenants that, as of the date of this Agreement and throughout its term: (a) Client holds all federal, state, and local business licenses, trade licenses, professional licenses, permits, certifications, and regulatory authorizations required to operate Client’s business in the jurisdiction(s) where it operates, including without limitation any contractor’s license, towing operator’s permit, plumbing license, HVAC license, or other trade-specific license required by applicable state or local law; (b) Client’s business operations, as facilitated through the Company’s platform, comply with all applicable industry-specific regulations, including truth-in-advertising requirements applicable to Client’s trade, pricing transparency statutes, and consumer protection requirements; (c) Client will promptly notify the Company in writing within five (5) business days of any suspension, revocation, or material restriction of any license or permit required to operate Client’s business; and (d) the Company bears no responsibility for verifying the status of Client’s licenses and shall have no liability arising from Client’s operation of an unlicensed or improperly licensed business. Client’s breach of this Section constitutes a material breach of the Agreement entitling the Company to immediate termination without refund.
20.2 A2P 10DLC Registration and Carrier Compliance. With respect to Application-to-Person (A2P) SMS/MMS messaging services: (a) BRAND AND CAMPAIGN REGISTRATION: Client is solely responsible for registering its brand and all SMS/MMS use cases (“Campaigns”) with The Campaign Registry (TCR) through the Company’s platform prior to initiating any commercial messaging. Client shall provide accurate, complete, and truthful brand and campaign information. Misrepresentation in 10DLC registration may result in carrier-level blacklisting of Client’s phone numbers and/or legal action by carriers; (b) ONGOING COMPLIANCE: Client must maintain active, accurate 10DLC registrations for all messaging campaigns and promptly update registrations if Client’s business, use case, or messaging content changes materially; (c) CARRIER FEES: All 10DLC registration fees, brand registration fees, campaign vetting fees, and monthly recurring fees charged by TCR or downstream carriers are passed through to Client at cost plus applicable service margin and are non-refundable; and (d) FILTERING AND PENALTIES: Client acknowledges that carriers may filter or block messages that do not comply with 10DLC requirements. The Company shall not be liable for message delivery failures resulting from Client’s non-compliance with 10DLC registration requirements or carrier acceptable use policies.
20.3 FCC One-to-One Consent Requirement (Effective January 27, 2025). In accordance with the Federal Communications Commission’s Report and Order in CG Docket No. 21-402 (effective January 27, 2025), Client expressly acknowledges and agrees that: (a) CONSENT SPECIFICITY: Prior express written consent for AI-generated calls, robocalls, and automated text messages to wireless numbers must be obtained individually and specifically for Client’s business. A consumer’s consent obtained through a “lead generator” form, a third-party list, or any consent form that purports to cover multiple sellers does NOT constitute valid prior express written consent for Client’s automated communications under the amended TCPA rules; (b) CLIENT’S SOLE RESPONSIBILITY: Client bears sole and exclusive responsibility for ensuring that all consents used in connection with automated messaging campaigns conducted through the Company’s platform comply with the one-to-one consent requirement. The Company does not verify the adequacy of Client’s consent records and is not liable for Client’s failure to obtain compliant one-to-one consents; (c) PURCHASED LISTS: Client is expressly prohibited from using purchased contact lists, shared lead lists, or any list of consumers that were not obtained through a consent mechanism that expressly and specifically names Client’s business. Use of such lists constitutes a material breach of this Agreement and may expose Client to TCPA statutory damages of $500–$1,500 per message; and (d) INDEMNIFICATION: Client agrees to indemnify, defend, and hold the Company harmless from any and all TCPA claims, FCC enforcement actions, or carrier penalties arising from Client’s failure to comply with the one-to-one consent requirement.
21. CONTRACTUAL LIMITATION PERIOD
ANY CLAIM, ACTION, OR PROCEEDING BY CLIENT ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY TRANSACTION CONTEMPLATED HEREIN MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, REGARDLESS OF THE APPLICABLE STATUTORY LIMITATION PERIOD. CLIENT’S FAILURE TO FILE ANY SUCH CLAIM WITHIN THIS ONE-YEAR PERIOD SHALL RESULT IN PERMANENT WAIVER AND BAR OF SUCH CLAIM. The parties agree that this contractual limitation period is reasonable given the nature of the Services, the parties’ mutual interest in prompt resolution of disputes, and the record-keeping burdens associated with extended limitation periods. This Section shall not limit the Company’s right to collect outstanding balances or enforce its rights under this Agreement, which shall be subject only to the applicable statutory limitation period under Nevada law.
22. PLATFORM MODIFICATIONS, FEATURE CHANGES, AND SERVICE EVOLUTION
22.1 Right to Modify Services
The Company reserves the right, at its sole discretion and at any time, to: (a) modify, update, enhance, replace, or discontinue any feature, functionality, integration, or component of the Services, including without limitation changes to AI models, SMS routing configurations, CRM features, automation workflows, dashboard interfaces, and reporting tools; (b) change, add, or remove third-party integrations or provider connections within the platform; (c) implement new security measures, compliance controls, or technical requirements that may affect Client’s workflows or configurations; and (d) retire legacy features or tools in favor of updated equivalents. The Company will use commercially reasonable efforts to provide at least thirty (30) days’ prior notice of material feature discontinuations through email notification or in-platform announcements; however, modifications required by third-party provider policy changes (including Twilio, GoHighLevel, OpenAI, Google, or Meta), regulatory compliance requirements, or security vulnerabilities may be implemented without advance notice. Client’s continued use of the Services following any modification constitutes Client’s acceptance of such modification.
22.2 No Liability for Feature Changes
The Company shall not be liable to Client for any damages, losses, or costs arising from any modification, replacement, or discontinuation of features or services, including without limitation: (a) costs of reconfiguring Client’s workflows, integrations, or automations; (b) business disruption or lost revenue during transition periods; (c) costs of migrating to alternative platforms or tools; or (d) incompatibility of Client’s existing configurations with updated platform features. Client acknowledges that the dynamic nature of SaaS platforms, AI technologies, and telecommunications infrastructure necessarily involves ongoing evolution, and that feature stability cannot be guaranteed. The Company’s obligation is to provide a functional SaaS platform with commercially reasonable core features; it does not guarantee the indefinite availability of any specific feature, integration, or third-party connection.
22.3 Third-Party Provider Policy Changes
The Company’s Services depend in part on third-party providers whose policies, APIs, pricing, and terms of service may change without notice to the Company. In the event that a material third-party provider change (including changes by Twilio, GoHighLevel, OpenAI, Anthropic, Google, or Meta) necessitates a modification to the Services, the Company will implement such modification as promptly as reasonably practicable. Such third-party-driven modifications shall not constitute a breach of this Agreement and shall not entitle Client to any refund, credit, or compensation. The Company will use commercially reasonable efforts to identify and implement suitable alternative solutions where a material feature is discontinued due to third-party changes, but does not guarantee the availability of functionally equivalent replacements.
23. FAIR AND REASONABLE USAGE POLICY
23.1 Usage Limits and System Protection. The Company reserves the right to impose reasonable usage limits on the Services to protect system stability, ensure fair access for all clients, and prevent abuse of shared infrastructure. Such limits may include without limitation: (a) caps on the number of AI chatbot conversations, automated messages, or API calls within a given billing period; (b) restrictions on bulk upload sizes, contact list sizes, or simultaneous campaign activations; (c) rate limiting on SMS/MMS sending to comply with carrier throughput requirements; and (d) restrictions on storage usage for recordings, media files, or data exports. The Company will make commercially reasonable efforts to communicate applicable usage limits through the platform dashboard, pricing pages, or written notice. Client’s use of the Services in excess of applicable limits may result in additional charges at the Company’s then-current overage rates, throttling of the affected features, or temporary suspension of high-usage activities until the next billing cycle.
23.2 Abuse and System Integrity. The Company expressly prohibits the use of the Services in any manner that: (a) places excessive or unreasonable load on the Company’s servers, infrastructure, or third-party provider APIs that degrades service quality for other clients; (b) attempts to circumvent or bypass usage limits, rate limits, or system controls; (c) uses automated scripts, bots, or tools to interact with the platform in ways not expressly authorized by the Company; (d) uses the platform for cryptocurrency mining, data scraping beyond normal CRM use, or any other purpose unrelated to the marketing automation and telecommunications services for which the platform is designed; or (e) attempts to probe, scan, or test the vulnerability of the platform’s infrastructure. Any violation of this Section shall constitute a material breach of this Agreement entitling the Company to immediate suspension or termination without refund. The Company reserves the right to pass through to Client any infrastructure costs or third-party penalties arising directly from Client’s abusive usage.
ACKNOWLEDGMENT OF UNDERSTANDING
BY PROCEEDING WITH PAYMENT OR CHECKING THE ACCEPTANCE BOX, CLIENT REPRESENTS THAT CLIENT HAS HAD ADEQUATE OPPORTUNITY TO READ AND REVIEW THIS MASTER SAAS AGREEMENT (MSA) AND TERMS OF SERVICE, TO CONSULT WITH AN ATTORNEY OF CLIENT'S CHOOSING, AND THAT CLIENT VOLUNTARILY AND KNOWINGLY AGREES TO ALL PROVISIONS HEREOF, INCLUDING WITHOUT LIMITATION THE MANDATORY ARBITRATION AND PRE-DISPUTE NEGOTIATION CLAUSE (SECTION 12), CLASS ACTION WAIVER (SECTION 12.2), JURY TRIAL WAIVER (SECTION 12.3), LIMITATION OF LIABILITY (SECTION 9), NON-DISPARAGEMENT OBLIGATION (SECTION 16.8), ANTI-COMPETITIVE USE PROHIBITION (SECTION 5), AND FAIR USAGE POLICY (SECTION 23).
Nexus Vision Ventures LLC | State of Nevada | [email protected]
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