Section 1
Agreement Overview
These Terms of Service govern your access to and use of
Nexus One, Bellum AI, Nexus One websites, software,
subscriptions, modules, applications, dashboards,
integrations, automation tools, onboarding services,
support services, implementation services, payment
workflows, partner programs, and related products or
services provided by Brand Works LLC.
“Brand Works LLC,” “Nexus One,” “we,” “our,” or “us”
means Brand Works LLC, Nexus One, Bellum AI, and related
services.
“You,” “customer,” “account owner,” or “user” means the
individual, business, organization, administrator,
employee, contractor, agent, authorized representative,
partner applicant, or other person accessing or using
Nexus One.
By creating an account, purchasing a subscription, paying
an invoice referencing these Terms, electronically
accepting these Terms, accessing Nexus One, using Bellum
AI, processing transactions, submitting Customer Data,
connecting third-party services, applying to become a
partner, or continuing to use the platform, you agree to
these Terms.
If you do not agree, do not use Nexus One.
Section 2
Business-to-Business Use
Nexus One is primarily offered as a business software
platform.
By using Nexus One on behalf of a business, company,
sole proprietorship, partnership, professional practice,
nonprofit organization, or other commercial entity, you
represent that you are using Nexus One primarily for
business purposes.
The organization is responsible for activities performed
by its owners, administrators, employees, contractors,
agents, users, integrations, API keys, connected accounts,
and other persons or systems permitted to use its Nexus
One account.
Section 3
Eligibility and Authority
You must be legally capable of entering into a binding
agreement.
If you use Nexus One on behalf of a company,
organization, client, employer, or other legal entity,
you represent that you have authority to bind that entity
to these Terms.
If you do not have authority to bind the applicable
business or organization, you may not accept these Terms
on its behalf.
Section 4
Account Responsibility
Customers are responsible for maintaining accurate account
information and protecting account credentials.
- Protect usernames and passwords.
- Limit administrator access.
- Remove access for former employees and contractors.
- Protect API keys.
- Protect integration credentials.
- Review roles and permissions.
- Review connected third-party services.
- Notify Brand Works LLC of suspected unauthorized access.
Brand Works LLC is not responsible for losses caused by
shared credentials, compromised customer accounts,
unauthorized employees, weak passwords, compromised
customer devices, compromised third-party accounts,
customer-side configuration, or customer failure to
properly manage account access.
Section 5
Limited Platform License
Subject to payment and compliance with these Terms,
Brand Works LLC grants the customer a limited, revocable,
non-exclusive, non-transferable, and non-sublicensable
right to access and use Nexus One for authorized business
purposes.
Nexus One is licensed for use and is not sold.
A subscription does not transfer ownership of Nexus One
source code, proprietary modules, AI systems, automations,
workflows, business logic, templates, designs,
infrastructure, documentation, implementation methods,
or intellectual property.
Section 6
Brand Works LLC Intellectual Property
Brand Works LLC retains all rights, title, and interest
in its proprietary Nexus One and Bellum AI technology.
This may include:
- Nexus One branding
- Bellum AI branding
- Custom Nexus One modules
- Custom workflows
- Business logic
- AI orchestration
- Automation structures
- Platform designs
- User-interface designs
- Implementation methods
- Configuration layers
- Custom code
- Documentation
- Templates
- Dashboards
- Product improvements
- Internal tooling
- Trade secrets
Unless a separate written agreement expressly states
otherwise, reusable improvements, automation structures,
workflows, templates, configurations, custom modules,
platform improvements, and implementation methods created
by Brand Works LLC remain the property of Brand Works LLC.
Section 7
Subscription, Billing, and Service Fees
Customers agree to pay all valid fees associated with
their selected Nexus One services.
Fees may include:
- Monthly subscription fees
- Annual subscription fees
- Setup fees
- Onboarding fees
- Module fees
- User-seat fees
- Storage fees
- AI usage fees
- AI token or volume fees
- Platform fees
- Transaction-related fees
- Support fees
- Integration fees
- Migration fees
- Website-development fees
- Custom-development fees
- Automation setup fees
- Implementation fees
- Training fees
- Managed-service fees
- Enterprise-service fees
- Other disclosed or approved service fees
Unless otherwise stated in writing, subscription fees are
billed in advance.
Section 8
Nexus One Transaction-Related Fees
Transactions created, processed, recorded, facilitated,
generated, automated, or managed through Nexus One may
be subject to Nexus One platform fees or transaction-related
fees.
Covered workflows may include:
- Invoices
- Quotes converted to invoices
- Point-of-sale transactions
- Website checkout transactions
- E-commerce transactions
- Subscription payments
- Payment links
- Booking payments
- Deposits
- Customer portal transactions
- Membership payments
- Rental transactions
- Recurring payments
- Other payment workflows managed through Nexus One
Third-party payment processor fees, bank fees, card fees,
ACH fees, gateway fees, chargeback fees, merchant-account
fees, blockchain fees, SMS fees, AI usage, telephony
charges, email-delivery costs, shipping fees, taxes,
and other third-party charges are separate unless
expressly stated otherwise.
Section 9
Renewals and Pricing Changes
Monthly subscriptions may renew monthly and annual
subscriptions may renew annually until cancelled according
to the terms presented when the applicable subscription
is purchased.
Brand Works LLC may prospectively change subscription
prices, plans, module fees, platform fees, transaction
fees, storage charges, AI usage fees, support fees,
and service fees.
Where required by applicable law or agreement,
appropriate notice will be provided before a material
pricing change becomes effective.
Continued use after an updated price becomes effective
constitutes acceptance of the updated pricing where
legally permitted.
Section 10
Nonpayment and Failed Payments
If payment is late, declined, reversed, disputed,
charged back, or otherwise unpaid, Brand Works LLC may,
to the extent permitted by law:
- Suspend account access
- Restrict modules or features
- Pause custom work
- Pause integrations
- Pause support
- Pause AI services
- Require payment before resuming work
- Terminate unpaid subscriptions
- Refer unpaid balances for collection where appropriate
Customers remain responsible for fees incurred before
suspension, cancellation, or termination.
Section 11
Refunds and Non-Refundable Services
Unless a separate written agreement expressly provides
otherwise, setup, onboarding, implementation, migration,
integration, training, design, AI configuration,
custom development, and completed service work are
generally non-refundable once work begins.
Subscription cancellation generally stops future renewal
but does not automatically create a refund for prior
payments, active billing periods, completed work,
usage charges, or third-party costs.
Section 12
Customer Data
Customers retain ownership of Customer Data they lawfully
upload, enter, import, connect, or process through Nexus One.
Customers grant Brand Works LLC the rights reasonably
necessary to host, process, transmit, store, secure, copy,
back up, analyze, troubleshoot, maintain, support, and
operate that data as necessary to provide Nexus One
services.
Customers are responsible for the accuracy, legality,
quality, permissions, notices, and consents associated
with Customer Data.
Customers are responsible for obtaining any required
consent or authorization from customers, employees,
contractors, vendors, patients, clients, leads, users,
or other persons whose information they process through
Nexus One.
Section 13
Regulated and Highly Sensitive Data
Customers should not use Nexus One to store or process
regulated or highly sensitive information unless the
applicable subscription, configuration, written agreement,
and deployment specifically support that use.
Examples may include:
- Protected health information
- Full payment-card data
- Government identification numbers
- Biometric identifiers
- Highly sensitive banking data
- Children's regulated data
- Export-controlled data
- Other specially regulated records
Customers with healthcare, banking, insurance,
government, education, financial, or other regulated-data
requirements should request written review before
deployment.
Section 14
Bellum AI and AI Improvement
Nexus One may include Bellum AI and other AI-assisted
features designed to assist with business intelligence,
automation, sales, marketing, reporting, customer
communication, workflow analysis, operational efficiency,
and business decision support.
Bellum AI is intended to become more useful for business
operations over time.
Anonymized and De-Identified Improvement
As disclosed in the Nexus One Privacy Policy and
applicable AI disclosures, Brand Works LLC may use
anonymized, de-identified, aggregated, transformed,
redacted, or pattern-based information to improve
Bellum AI, Nexus One AI systems, automation quality,
business intelligence, workflow effectiveness,
and product performance.
Brand Works LLC aims to remove or transform direct
personal identifiers where reasonably possible before
information is used for these improvement purposes.
No anonymization method can be guaranteed to eliminate
every possible re-identification risk.
Brand Works LLC does not intend to publicly expose private
customer records, confidential customer information,
employee information, personal client information,
financial records, or proprietary customer business
details as part of Bellum AI improvement.
Section 15
AI Outputs and Human Review
AI-generated outputs may be inaccurate, incomplete,
outdated, biased, unexpected, or unsuitable.
Customers are responsible for reviewing AI-generated
recommendations, customer communications, workflows,
reports, automations, documents, code, marketing content,
financial-style summaries, legal-style text, and other
AI outputs before materially relying on them.
Bellum AI and Nexus One AI tools are not substitutes for
qualified legal, accounting, tax, medical, financial,
employment, compliance, insurance, cybersecurity, or
investment professionals.
Section 16
Automated Actions and AI Agents
Customers may configure automations, workflows, AI agents,
and connected systems to perform actions.
Depending on configuration, these actions may include:
- Creating records
- Editing records
- Sending messages
- Creating tasks
- Triggering workflows
- Assigning employees
- Generating content
- Updating customer records
- Scheduling activities
- Processing business workflows
Customers are responsible for reviewing automation
permissions, triggers, instructions, outputs, and
connected systems.
Brand Works LLC is not responsible for losses resulting
from customer-approved automations, inaccurate customer
instructions, incorrect customer data, or customer
configuration errors, except to the extent otherwise
required by law.
Section 17
Open-Source, AI Model, and Third-Party Technology
Nexus One may use, integrate with, modify, connect to,
or build upon open-source software, source-available
software, third-party software, AI models, AI runtimes,
infrastructure systems, developer libraries, and other
technical dependencies.
Examples may include:
- Odoo 17 Community components
- Ollama
- Meta Llama models
- Google Gemma / Gemma 2B
- NGINX
- Docker
- Kubernetes
- Linux / Ubuntu
- PostgreSQL
- Python packages
- JavaScript libraries
- CSS libraries
- APIs and SDKs
Third-party components remain subject to their applicable
licenses, terms, acceptable-use policies, attribution
requirements, restrictions, and documentation.
Brand Works LLC does not claim ownership of third-party
open-source projects, trademarks, software, or AI model
materials.
Unless expressly stated in writing, reference to a
third-party technology does not imply endorsement,
sponsorship, certification, partnership, or affiliation.
Section 18
Third-Party Integrations and Providers
Nexus One may connect with payment processors,
accounting systems, Google services, Microsoft services,
communications providers, shipping providers, AI systems,
cloud platforms, analytics tools, telephony systems,
and other third-party services.
These services are operated by third parties and are
outside Brand Works LLC's direct control.
Brand Works LLC is not responsible for:
- Third-party outages
- Third-party API changes
- Service discontinuation
- Third-party pricing changes
- Third-party account suspensions
- Permission changes
- Credential failures
- Rejected connections
- Third-party security incidents
- Third-party data loss
- Third-party support delays
- Third-party policy changes
Section 19
Payment Processing
Nexus One may facilitate or connect customers to payment
processors, merchant accounts, gateways, acquiring banks,
card networks, and other financial service providers.
Brand Works LLC does not guarantee:
- Merchant approval
- Transaction approval
- Funding
- Settlement timing
- Processor reserves
- Processor pricing
- Chargeback outcomes
- Continued processor eligibility
- Availability of any particular payment method
Customers are responsible for complying with payment
processor requirements, underwriting, licensing, product
restrictions, fulfillment requirements, chargeback rules,
marketing requirements, and applicable law.
Section 20
Service Availability and Downtime
Nexus One aims to provide reliable service, but
uninterrupted operation is not guaranteed unless a
separate written Enterprise Service Level Agreement
expressly provides otherwise.
Temporary downtime may occur because of:
- Scheduled maintenance
- Emergency maintenance
- Software updates
- Infrastructure changes
- Security response
- Application bugs
- Network failures
- Cloud-provider outages
- Third-party service failures
- Internet failures
- Customer configuration
- Cyberattacks
- Force majeure events
72-Hour Cure Period
If the core Nexus One service is materially unavailable
because of an issue primarily within Brand Works LLC's
reasonable control, the customer must notify Brand Works
LLC through an approved support channel.
Brand Works LLC will have up to seventy-two (72) hours,
or three calendar days, after proper notice to investigate
and reasonably attempt to restore, repair, workaround,
replace, rollback, migrate, reconfigure, or otherwise
address the affected service.
Brand Works LLC may address an incident using restoration,
repair, rollback, configuration change, workaround,
temporary service, migration, replacement, or another
commercially reasonable solution.
Section 21
Downtime Service Credits
If qualifying downtime caused primarily by systems
within Brand Works LLC's reasonable control continues
beyond the 72-hour cure period, an eligible customer may
request a prorated service credit.
Example
If the affected Nexus One subscription costs $600 per
month:
$600 ÷ 30 = $20 per day.
If qualifying downtime continues for four eligible days
after expiration of the 72-hour cure period:
$20 × 4 = $80 service credit.
When Credits Begin
Service credits begin only after expiration of the
72-hour cure period and only while qualifying downtime
continues.
Exclusive Downtime Remedy
To the maximum extent permitted by law, the applicable
service credit is the customer's sole and exclusive
monetary remedy for qualifying downtime unless a
separate written Service Level Agreement expressly
provides otherwise.
Downtime credits do not compensate for:
- Lost profits
- Lost sales
- Lost customers
- Lost opportunities
- Employee time
- Payroll costs
- Reputation harm
- Financing costs
- Indirect damages
- Consequential damages
- Third-party claims
Section 23
Nexus One Partner Program
Nexus One may offer referral, affiliate, reseller,
implementation, consulting, agency, integration,
technology, and strategic partnership opportunities.
Application Required
Partner status is not automatic.
Anyone seeking to become an official Nexus One partner
must complete the applicable application process, be
reviewed by Brand Works LLC, receive written approval,
and sign a separate Partner Agreement when required.
Submitting an application, referring a customer,
attending a meeting, using Nexus One, discussing a
potential relationship, or receiving Nexus One marketing
materials does not create official partner status.
Unauthorized Representation
Unless expressly authorized in writing, no person or
organization may:
- Represent Brand Works LLC
- Claim to be an official Nexus One partner
- Bind Brand Works LLC to a contract
- Promise Nexus One refunds
- Promise unauthorized discounts
- Guarantee merchant approval
- Guarantee regulatory compliance
- Guarantee uptime
- Guarantee business results
- Collect payments for Brand Works LLC without authorization
- Misuse Nexus One trademarks
- Advertise themselves as an approved partner without permission
Partner commissions, referral fees, reseller margins,
lead ownership, customer ownership, branding rights,
co-selling arrangements, payment schedules, and other
partner obligations are governed by the applicable
Partner Agreement.
Section 24
Partner Conduct
Approved partners must act honestly, lawfully,
professionally, and consistently with Nexus One brand
standards.
Partners may not:
- Mislead customers
- Misrepresent pricing
- Misrepresent available features
- Make false compliance claims
- Guarantee merchant approval
- Guarantee AI accuracy
- Guarantee customer results
- Use deceptive advertising
- Use unauthorized testimonials
- Access customer data without authorization
- Promise unauthorized refunds or credits
- Create legal, financial, security, or reputational risk for Brand Works LLC
Brand Works LLC may suspend or terminate partner status
for misconduct, misleading statements, legal risk,
brand misuse, customer complaints, nonpayment, or
violation of applicable partner terms.
Section 25
No Agency, Joint Venture, or Fiduciary Relationship
Use of Nexus One does not by itself create a legal
partnership, joint venture, franchise, employment
relationship, fiduciary relationship, agency relationship,
brokerage relationship, or professional advisory
relationship between the customer and Brand Works LLC.
Neither party may legally bind the other except where
expressly authorized in writing.
Section 26
Customer Products and Business Operations
Brand Works LLC does not become the customer's seller,
merchant, manufacturer, employer, contractor, medical
provider, accountant, attorney, financial institution,
or other professional provider merely because Nexus One
is used to operate the customer's business.
Customers remain responsible for:
- Products sold
- Services performed
- Customer fulfillment
- Refund obligations
- Warranties offered
- Employee relationships
- Contractor relationships
- Product safety
- Taxes
- Business licenses
- Customer disputes
- Industry-specific compliance
Section 27
Customer Content
Customers are responsible for content they create,
publish, upload, advertise, transmit, distribute, or
communicate through Nexus One.
This includes:
- Website content
- Advertisements
- Marketing claims
- Images
- Videos
- Products
- Offers
- Email
- SMS messages
- Contracts
- Documents
- Pricing
- Customer notices
Customers represent that they possess the rights,
licenses, permissions, and legal authority necessary
to use their content.
Section 28
Customer Configuration Responsibility
Nexus One is highly configurable.
Customers are responsible for reviewing and approving
their own configuration, including:
- User permissions
- Tax settings
- Product pricing
- Invoice settings
- Payroll settings
- Accounting settings
- Employee permissions
- Automation rules
- AI permissions
- Email workflows
- SMS workflows
- Website content
- Checkout settings
- POS settings
- Inventory rules
- Shipping rules
- Payment configuration
- Third-party integrations
Customers should test material configurations before
relying on them for production business operations.
Section 29
Data Imports and Migrations
Data migrations, bulk imports, conversions, OCR,
automated mapping, and synchronization with third-party
systems may involve differences between platforms.
Customers are responsible for reviewing migrated or
imported data.
Brand Works LLC does not guarantee that data from another
platform will preserve every field, attachment, formatting
rule, relationship, historical entry, metadata value,
or third-party-specific structure.
Customers should report material migration issues within
a reasonable period after the applicable migration or
import is completed.
Section 30
Backups and Data Retention
Nexus One may maintain backups for operational
continuity, disaster recovery, troubleshooting,
security, and other legitimate service purposes.
Backups are not guaranteed to capture every individual
transaction, revision, message, file, attachment,
automation event, or record.
Customers should independently preserve information that
is legally, financially, operationally, or commercially
critical to their business.
Customers remain responsible for their own record-retention
requirements.
Section 31
Acceptable Use
Customers may not use Nexus One to:
- Violate applicable law
- Commit fraud
- Conduct phishing
- Send unlawful spam
- Upload malware
- Attack or interfere with systems
- Process stolen data
- Violate privacy rights
- Violate intellectual property rights
- Mislead customers
- Abuse payment systems
- Bypass Nexus One fees
- Circumvent security controls
- Reverse engineer proprietary Nexus One components
- Resell Nexus One without authorization
- Interfere with platform security
- Misuse AI features
- Create unreasonable legal, security, operational, financial, or reputational risk
Section 32
Security Responsibilities
Brand Works LLC uses reasonable security-minded practices,
but no system can be guaranteed to be completely secure.
Customers are responsible for:
- Protecting credentials
- Managing users
- Managing administrator permissions
- Reviewing integrations
- Maintaining secure customer devices
- Maintaining third-party account security
- Promptly reporting suspicious activity
Brand Works LLC is not responsible for incidents caused
by customer negligence, compromised devices, stolen
credentials, customer-side malware, unauthorized
integrations, customer misconfiguration, or third-party
incidents outside Brand Works LLC's reasonable control.
Section 33
Custom Development, Implementation, and Change Orders
Nexus One services may include onboarding, configuration,
implementation, custom development, migration,
integration work, design, testing, training, AI
configuration, or enterprise implementation.
Customers agree to provide timely information,
approvals, credentials, access, brand assets, business
rules, content, and testing feedback.
Delays resulting from missing information, customer
inaction, third-party delays, credential issues,
payment delays, scope changes, or incomplete
requirements are not Brand Works LLC delays.
Work outside the agreed scope may require a paid change
order, additional subscription, additional service fee,
or separate Statement of Work.
Section 34
No Guarantee of Business Results
Brand Works LLC does not guarantee:
- Revenue
- Profit
- Leads
- Sales
- Advertising results
- SEO rankings
- Conversion rates
- Customer retention
- Employee productivity
- Cost savings
- Regulatory compliance
- AI accuracy
- Data accuracy
- Workflow success
- Payment approval
- Integration availability
- Marketing results
- Customer satisfaction
- Any specific business outcome
Business results depend on factors outside Brand Works
LLC's control, including market conditions, customer
business decisions, customer data, pricing, employees,
third-party platforms, advertising, customers, competition,
and implementation.
Section 35
Billing Disputes and Chargebacks
Customers should make a good-faith effort to contact
Brand Works LLC regarding disputed Nexus One charges
before initiating a chargeback or payment reversal.
A chargeback does not automatically eliminate an
underlying payment obligation when the amount was
validly owed.
Brand Works LLC may suspend services while unresolved
chargebacks, reversals, or unpaid balances remain
outstanding.
Brand Works LLC may provide relevant agreement records,
electronic acceptance records, usage information,
transaction history, invoices, communications, and
other relevant records when responding to a payment
dispute.
Section 36
Notice and Opportunity to Resolve Disputes
Before commencing ordinary civil litigation concerning
Nexus One, the customer agrees to provide Brand Works LLC
with written notice describing the dispute in reasonable
detail.
The notice should include:
- Customer account information
- Relevant service
- Relevant transaction
- Relevant dates
- Description of the issue
- Requested resolution
- Supporting information or documentation
Unless prohibited by applicable law, Brand Works LLC
will have at least thirty days after receiving sufficient
written notice to investigate and attempt an informal
resolution.
The parties agree to make good-faith efforts to resolve
disputes before ordinary civil litigation.
Mediation
Where appropriate, the parties may attempt confidential
mediation before commencing ordinary civil litigation,
except where emergency relief is reasonably necessary or
applicable law provides otherwise.
Section 37
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BRAND WORKS LLC,
NEXUS ONE, BELLUM AI, AND THEIR OWNERS, OFFICERS,
EMPLOYEES, CONTRACTORS, LICENSORS, VENDORS, PROVIDERS,
AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR
PUNITIVE DAMAGES, LOST PROFITS, LOST REVENUE, LOST
CUSTOMERS, LOST OPPORTUNITY, LOSS OF GOODWILL, OR
BUSINESS INTERRUPTION ARISING FROM OR RELATING TO THE
SERVICES.
To the maximum extent permitted by law, Brand Works LLC's
aggregate liability arising from a particular service or
claim will not exceed the fees actually paid by the
customer to Brand Works LLC for the affected service
during the three months immediately preceding the event
giving rise to the claim.
The foregoing limitations apply to the maximum extent
permitted by applicable law.
Section 38
Disclaimer of Warranties
Except for express warranties contained in a separate
written agreement, Nexus One is provided on an
“as is” and “as available” basis.
To the maximum extent permitted by law, Brand Works LLC
disclaims implied warranties of merchantability,
fitness for a particular purpose, non-infringement,
uninterrupted operation, and warranties arising from
course of dealing or usage of trade.
Brand Works LLC does not warrant that:
- The service will never fail
- Every error will be corrected immediately
- Every integration will remain available
- Every data import will be perfect
- Every AI output will be accurate
- Every automation will produce the intended result
- Every customer will achieve a specific business result
Section 39
Customer Indemnification
To the extent permitted by law, customers agree to
defend, indemnify, and hold harmless Brand Works LLC,
Nexus One, Bellum AI, and their owners, officers,
employees, contractors, providers, licensors, and
affiliates from third-party claims, damages, liabilities,
and reasonable costs arising from or relating to:
- Customer products
- Customer services
- Customer Content
- Customer Data
- Customer's unlawful activity
- Customer's violation of applicable law
- Customer's violation of third-party rights
- Customer marketing claims
- Customer communications
- Customer employment practices
- Customer tax obligations
- Customer misuse of Nexus One
- Customer instructions
- Customer integrations
- Unauthorized partner representations
This provision does not apply to the extent a claim
results directly from Brand Works LLC's willful misconduct
or another liability that cannot legally be excluded.
Section 40
Account Suspension
Brand Works LLC may temporarily suspend or restrict
account access where reasonably necessary because of:
- Nonpayment
- Security threats
- Suspected fraud
- Illegal use
- Material breach
- Platform abuse
- Threats to other customers
- Third-party requirements
- Payment processor requirements
- Government orders
- Emergency maintenance
- Significant operational or infrastructure risk
Where commercially reasonable and appropriate, Brand
Works LLC will attempt to provide notice.
Section 41
Termination
Brand Works LLC may terminate an account for material
breach that is not corrected after reasonable notice
where cure is appropriate.
Serious conduct may justify immediate suspension or
termination, including intentional fraud, malicious
attacks, deliberate security compromise, theft,
illegal activity, unauthorized system access, or conduct
creating an immediate material risk to Brand Works LLC,
Nexus One, customers, service providers, or third parties.
Customers are responsible for exporting needed business
records before account access ends where reasonably
possible.
Section 42
Force Majeure
Brand Works LLC is not responsible for delay or failure
caused by events outside its reasonable control.
These events may include:
- Natural disasters
- Severe weather
- Fire
- Flood
- War
- Terrorism
- Civil unrest
- Government action
- Power failures
- Internet outages
- Telecommunications failures
- Cloud infrastructure failures
- Payment-network failures
- Cyberattacks
- Third-party outages
- Other events outside reasonable control
Section 43
Confidentiality
Customers may receive access to non-public Brand Works LLC
or Nexus One information.
Confidential information may include:
- Non-public architecture
- Credentials
- Security information
- Proprietary workflows
- Custom modules
- Non-public pricing
- Internal documentation
- Product roadmaps
- Trade secrets
Customers agree not to disclose, misuse, copy, publish,
sell, or exploit confidential Brand Works LLC information
except as necessary to use Nexus One or as otherwise
authorized in writing.
Section 44
Electronic Acceptance
Clicking an “I Understand & Agree,” “Accept,”
“Continue,” “Subscribe,” “Purchase,” “Start Trial,”
or similar button, electronically signing an agreement,
paying an invoice referencing these Terms, or otherwise
affirmatively accepting these Terms constitutes
electronic acceptance.
Brand Works LLC may preserve reasonable records showing:
- Account holder
- Business name
- Email address
- Date accepted
- Time accepted
- Terms version
- Subscription or order selected
- Electronic acceptance event
- Relevant transaction records
Electronic acceptance is intended to have the same
contractual effect as a written signature to the maximum
extent permitted by applicable law.
Section 45
Florida Governing Law and Court Venue
To the maximum extent permitted by law, these Terms and
disputes arising from or relating to Nexus One, Bellum AI,
subscriptions, fees, transactions, payments, services,
partner programs, integrations, implementation, custom
work, or related business dealings will be governed by
the laws of the State of Florida without regard to
conflict-of-law principles.
To the maximum extent permitted by law, disputes that
proceed to court must be brought before a court of
competent jurisdiction serving Polk County, Florida.
The parties consent to personal jurisdiction and venue
in that forum to the extent legally permitted.
Section 46
Severability, No Waiver, and Survival
If any provision of these Terms is determined to be
unenforceable, that provision will be enforced to the
maximum extent legally permitted and the remaining
provisions will remain effective.
Failure by Brand Works LLC to immediately enforce a
provision does not waive that provision or any other
right.
Provisions concerning payment obligations, intellectual
property, confidentiality, limitation of liability,
indemnification, dispute resolution, governing law, and
other provisions that logically should survive will
remain effective after cancellation or termination.
Section 47
Changes to These Terms
Brand Works LLC may update these Terms prospectively.
Material changes may be communicated using reasonable
methods such as account notices, website notices,
email notices, checkout notices, or other appropriate
methods.
Changes will not retroactively rewrite completed
transactions unless expressly agreed or otherwise
legally permitted.
Continued use of Nexus One after updated Terms become
effective constitutes acceptance of the updated Terms
where permitted by law.
Section 48
Entire Agreement
These Terms, together with applicable Nexus One policies,
order forms, invoices, statements of work, Service Level
Agreements, Data Processing Addenda, Partner Agreements,
Enterprise Agreements, and other incorporated written
agreements form the agreement governing the applicable
Nexus One services.
If there is a conflict between these Terms and a
specifically negotiated written agreement signed or
expressly approved by Brand Works LLC, the more specific
written agreement controls for the particular services
covered by that agreement.
Final Customer Acknowledgment
By accepting these Terms, the customer acknowledges and
agrees that:
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I had an opportunity to review these Terms.
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I understand Nexus One is operated by Brand Works LLC.
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I understand Nexus One is primarily a business software platform.
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I am responsible for my own business operations.
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I am responsible for my customer data, users, permissions,
integrations, and business configurations.
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I understand subscription, platform, transaction, usage,
AI, module, storage, and service fees may apply.
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I understand that Nexus One may prospectively change
pricing where permitted and after required notice.
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I understand Bellum AI may use anonymized,
de-identified, aggregated, transformed, redacted, or
pattern-based information for disclosed product and
business-intelligence improvement purposes.
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I understand AI outputs may be inaccurate and require
appropriate human review.
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I understand third-party services and payment providers
are outside Brand Works LLC's direct control.
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I understand Nexus One does not guarantee merchant-account
approval or payment processing outcomes.
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I understand Nexus One may experience temporary downtime.
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I understand the 72-hour downtime investigation and cure period.
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I understand that qualifying downtime remedies may be
limited to prorated service credits to the maximum extent
permitted by law.
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I understand complex technical matters may require an
extended remediation plan.
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I understand Nexus One partner status requires application,
review, and written approval.
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I may not represent myself as an official Nexus One or
Brand Works LLC partner without authorization.
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I agree to provide reasonable notice and an opportunity
to resolve applicable disputes before ordinary civil
litigation where legally permitted.
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I agree to the limitation-of-liability provisions to the
maximum extent permitted by law.
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I agree to Florida governing law and the Polk County
forum provision to the maximum extent permitted by law.
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I understand electronic acceptance of these Terms may be
recorded by Brand Works LLC.
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I understand that continued authorized use of Nexus One
following valid acceptance constitutes agreement to these
Terms where permitted by law.