Nexus One Terms of Service | Brand Works LLC
◉ Nexus One
Legal Agreement

Nexus One Terms of Service.

These Terms govern your access to and use of Nexus One, Bellum AI, subscriptions, applications, integrations, automation, payment workflows, customer data, partner programs, implementation services, support services, and related products operated by Brand Works LLC.

Operated by Brand Works LLC
Florida Governing Law
Business Software Agreement

Agreement Overview

Account Use
Business Customers
Billing
Subscription + Usage
Bellum AI
AI-Assisted Tools
Downtime
72-Hour Cure
Partners
Application Required
Important Business Notice

Nexus One is primarily a business software platform. Enterprise customers, regulated industries, custom development customers, and customers requiring specialized privacy, security, infrastructure, compliance, uptime, data-processing, or service-level commitments should obtain a separate written Enterprise Agreement, Service Level Agreement, Data Processing Addendum, Statement of Work, or other applicable agreement from Brand Works LLC.

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.

Monthly Subscription
Monthly affected subscription fee ÷ 30 = Daily Credit Rate
Annual Subscription
Annual affected subscription fee ÷ 365 = Daily Credit Rate

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 22

Complex and Extended Remediation

Not every technical issue constitutes a qualifying platform outage.

Issues involving custom development, data migration, AI behavior, third-party APIs, enterprise configuration, payment processors, security remediation, historical data, custom integrations, customer workflows, or external vendors may reasonably require additional time.

Brand Works LLC may establish a commercially reasonable remediation plan.

For highly complex matters, remediation may require an extended period, potentially up to twelve months where reasonably necessary due to technical complexity, third-party dependencies, customer cooperation, security requirements, approvals, testing, migration, or implementation scope.

Nothing in this section eliminates legal rights that cannot lawfully be waived.

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:

  • I had an opportunity to review these Terms.
  • I understand Nexus One is operated by Brand Works LLC.
  • I understand Nexus One is primarily a business software platform.
  • I am responsible for my own business operations.
  • I am responsible for my customer data, users, permissions, integrations, and business configurations.
  • I understand subscription, platform, transaction, usage, AI, module, storage, and service fees may apply.
  • I understand that Nexus One may prospectively change pricing where permitted and after required notice.
  • I understand Bellum AI may use anonymized, de-identified, aggregated, transformed, redacted, or pattern-based information for disclosed product and business-intelligence improvement purposes.
  • I understand AI outputs may be inaccurate and require appropriate human review.
  • I understand third-party services and payment providers are outside Brand Works LLC's direct control.
  • I understand Nexus One does not guarantee merchant-account approval or payment processing outcomes.
  • I understand Nexus One may experience temporary downtime.
  • I understand the 72-hour downtime investigation and cure period.
  • I understand that qualifying downtime remedies may be limited to prorated service credits to the maximum extent permitted by law.
  • I understand complex technical matters may require an extended remediation plan.
  • I understand Nexus One partner status requires application, review, and written approval.
  • I may not represent myself as an official Nexus One or Brand Works LLC partner without authorization.
  • I agree to provide reasonable notice and an opportunity to resolve applicable disputes before ordinary civil litigation where legally permitted.
  • I agree to the limitation-of-liability provisions to the maximum extent permitted by law.
  • I agree to Florida governing law and the Polk County forum provision to the maximum extent permitted by law.
  • I understand electronic acceptance of these Terms may be recorded by Brand Works LLC.
  • I understand that continued authorized use of Nexus One following valid acceptance constitutes agreement to these Terms where permitted by law.

Questions About These Terms?

Contact Nexus One regarding billing, Enterprise agreements, security review, privacy, Bellum AI data practices, partner applications, service credits, custom contracts, or other legal questions.