Nex AI Advisors LLC SAAS Agreement
This Software as a Service Agreement ("Agreement") is entered into by and between Nex Ai Advisors LLC, a South Carolina limited liability company ("Provider"), and the customer ("Customer").
1. Services
1.1 Provision of Service: Provider shall provide Customer with access to its AI-powered voice agent software ("Software") via the internet as a service for the term of this Agreement.
1.2 Functionality: The Software will provide AI-powered voice assistants to handle customer inquiries, product recommendations, and appointment bookings for Customer's business.
1.3 Technical Support: Provider will provide general support during regular business hours, including assistance with troubleshooting and addressing issues related to the functionality and performance of the Software.
1.4 Voice Services and SMS Messaging: Customer’s use of the Voice Services and SMS Messaging is subject to fair use limits, third-party provider requirements, and customer responsibilities as detailed in sections 1.4.1 to 1.4.6.
1.4.1 Fair Use
Customer agrees that use of the Voice Services is subject to fair use limits, including but not limited to an average call length of seven minutes and up to 100 concurrent Voice Conversations.
1.4.2 Third-Party Provider Requirements
Customer acknowledges that it must maintain valid subscriptions with third-party providers (e.g., Twilio) for voice and SMS services and comply with their terms.
1.4.3 Customer Responsibilities
Customer is responsible for providing notice and obtaining consent from end users in accordance with all applicable laws.
2. Term
2.1 Commencement and Duration: This Agreement shall commence on the date of acceptance and continue until terminated in accordance with this Agreement.
2.2 Termination by Customer: Customer may cancel the subscription at any time by notifying Provider. Billing will stop from the next billing cycle, and any subscription fees for the current billing period may be refunded at Provider's discretion.
2.3 Termination by Provider: Provider may terminate this Agreement at any time if Customer violates the service agreement or terms of service, or if Customer becomes difficult to manage.
3. Fees and Payment
3.1 Fee Structure: There is a one-time setup fee for building the custom agent for the Customer, and a recurring monthly fee for the software subscription to cover operating expenses.
3.2 Additional Charges: In addition to the monthly subscription fee, the Customer is responsible for all Twilio charges associated with the AI Agent.
3.3 Payment Terms: All fees are due and payable within 7 days of receipt of invoice. The setup fee is non-refundable. However, the subscription fee for the current billing cycle may be refunded at the Provider's discretion.
3.4 Changes to Fees: Provider reserves the right to change fees at any time. Customer will be notified of any fee changes in advance.
4. Intellectual Property
4.1 Provider Rights: Provider retains all right, title, and interest in and to the Software, including all intellectual property rights therein.
4.2 Restrictions on Use: Customer shall not copy, modify, distribute, sell, or lease any part of the Software or reverse engineer or attempt to extract the source code of the Software.
5. Confidentiality
5.1 Definition: All information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential is considered “Confidential Information”.
5.2 Protection: Each party agrees to maintain the confidentiality of the other party's proprietary information and shall not disclose such information to any third party without the prior written consent of the other party.
6. Warranties and Disclaimers
6.1 Service Warranty: Provider warrants that it will provide the services in a professional manner consistent with industry standards.
6.2 No Guarantee of Error-Free Operation: Provider does not warrant that the Software will be error-free or that access will be uninterrupted.
6.3 Disclaimer: Except as expressly provided herein, Provider makes no warranties, express or implied, with respect to the Software or services provided under this Agreement.
7. Limitation of Liability
7.1 Exclusion of Certain Damages: In no event shall Provider be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement.
7.2 Cap on Liability: Provider's total liability under this Agreement shall not exceed the fees paid by Customer to Provider during the six months immediately preceding the event giving rise to the claim.
8. Data Privacy and Security
8.1 Data Protection: Provider shall maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Customer Data.
8.2 Compliance: Provider shall comply with all applicable privacy and data protection laws in its provision of the Service.
9. Beta Services
9.1 Definition: Provider may, at its sole discretion, make features, products, or services available to Customer on a trial, beta test, early adoption, pre-release, or other experimental basis ("Beta Services").
9.2 No Support: Provider is not obligated to provide maintenance, technical, or other support for Beta Services unless otherwise agreed.
9.3 Disclaimer: Beta Services are provided "as is" and may contain bugs or defects. Provider makes no warranties regarding Beta Services and may discontinue access at any time.
10. Governing Law
10.1 Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.
11. Entire Agreement
11.1 Integration Clause: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
By using the Service, Customer acknowledges and agrees to the terms and conditions of this Agreement.