01 / AcceptanceAcceptance of Terms
These Terms and Conditions ("Terms") form a binding agreement between you (the "Client," "you," or "your") and Digital Nexus LLC, doing business as Nexus AI ("Nexus AI," "we," "us," or "our"). By engaging our services, executing an order form or proposal with us, accessing our website at thedigitalnexus.io, or otherwise using any of our products, you agree to be bound by these Terms. If you do not agree, do not use our services.
02 / DefinitionsDefinitions
"Services" means the AI tools, automations, and consulting deliverables we provide, including the Website Audit & SEO, AI Chatbots, AI Receptionist, AI Social Automation, AI Database Reactivation, and AI Review Manager, and any custom work agreed to in a proposal or order form.
"Deliverables" means any work product produced for you under these Terms, including software configurations, prompt templates, automations, audit reports, and written materials.
"Client Data" means data you provide to us, including contact records, call recordings, message transcripts, brand assets, and information about your end-customers.
03 / ServicesServices We Provide
Nexus AI provides AI-powered tools and automation services for service businesses, including but not limited to:
- Website audits and search engine optimization (SEO).
- AI chatbots embedded on your website to capture and qualify leads.
- AI receptionist (voice agent) services that answer inbound calls, qualify callers, and book appointments.
- AI-driven social media automation across platforms such as Instagram, Facebook, and TikTok.
- AI database reactivation campaigns that contact dormant leads via text and email.
- AI review management for platforms such as Google and Yelp.
The specific scope, deliverables, deadlines, and fees applicable to your engagement will be set out in an order form, proposal, or statement of work ("Order Form") that incorporates these Terms by reference. In the event of a conflict between an Order Form and these Terms, the Order Form controls.
04 / EligibilityEligibility & Account
You represent that you are at least 18 years old, have full legal capacity to enter into this agreement, and (if engaging us on behalf of an entity) have authority to bind that entity. You agree to provide accurate and current information and to keep any account credentials confidential.
05 / Client ObligationsClient Responsibilities
To enable us to deliver the Services, you agree to:
- Promptly provide access to your website, CRM, telephony provider, social accounts, Google Business Profile, and any other systems needed to perform the Services.
- Provide accurate brand, product, pricing, and operational information used to train chatbots and voice agents.
- Ensure that any contact lists you upload or grant us access to (for example, for database reactivation) were collected lawfully and with the consents required under applicable law.
- Review, approve, and respond to drafts, proofs, and configuration questions within a reasonable time. Delays in approvals may extend timelines without entitling you to a refund.
- Maintain your own backups of business data.
- Comply with all applicable laws, including consumer protection, advertising, telemarketing, healthcare, and data privacy laws relevant to your industry.
06 / AI VoiceAI Receptionist, Call Recording & Consent
Important: Our AI Receptionist service may record, transcribe, and store inbound and outbound phone calls. Recording laws vary by state and country, and some jurisdictions require two-party (all-party) consent.
You acknowledge and agree that:
- It is your responsibility to ensure that the call greeting, hold messages, and any voice scripts include any disclosures required by law in the jurisdictions where your callers are located (for example, a notice that the call may be recorded).
- Nexus AI will configure the AI Receptionist to include a standard recording disclosure by default unless you direct us in writing to remove or alter it.
- Call audio, transcripts, and metadata may be processed and stored by us and by our telephony and AI sub-processors solely to provide and improve the Services.
- You will not use the AI Receptionist to deliver medical, legal, financial, emergency, or other regulated advice that cannot lawfully be provided by a non-human agent in your jurisdiction.
07 / TCPATelephone Consumer Protection Act & Messaging Compliance
Our AI Database Reactivation, AI Social, and AI Receptionist services may send SMS, MMS, email, or place calls to your contacts. You represent and warrant that:
- You have obtained all consents required under the Telephone Consumer Protection Act (TCPA), CAN-SPAM, applicable state mini-TCPA laws (including the Florida Telephone Solicitation Act and similar statutes), and CASL or other foreign equivalents before any contact is initiated.
- You will honor opt-out and unsubscribe requests promptly and will not re-introduce opted-out contacts into campaigns.
- You will not direct us to message any number on the National Do Not Call Registry without a valid established business relationship or other lawful basis.
- You will indemnify Nexus AI for any claims, fines, or penalties arising from contact lists you provide or campaigns you authorize.
08 / FeesFees, Billing & Auto-Renewal
Fees are set out in your Order Form and may include a one-time setup or build fee plus a recurring monthly subscription. Unless otherwise stated:
- Setup fees are billed at signing and are non-refundable once we begin onboarding or build work.
- Subscription fees are billed monthly in advance via the payment method on file and renew automatically each month until cancelled in accordance with our Refund Policy.
- Third-party pass-through costs (for example, telephony minutes, SMS segments, hosting, ad spend, or paid API usage) may be billed separately or added to your invoice at cost or with a reasonable markup as disclosed in your Order Form.
- Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend the Services for any account more than 10 days past due.
- All fees are exclusive of taxes, which are your responsibility.
09 / IPIntellectual Property
Our IP.
We retain ownership of our pre-existing methodology, prompts, code libraries, automation templates, workflows, training materials, and any general improvements made during the engagement (collectively, "Nexus IP"). Upon full payment, we grant you a worldwide, non-exclusive, non-transferable license to use the Nexus IP solely for your internal business operations and only while your subscription is active.
Your IP.
You retain ownership of Client Data and your brand assets. You grant us a limited license to use them as needed to provide the Services and to retain anonymized, aggregated performance data for benchmarking and product improvement.
Feedback.
Any feedback, ideas, or suggestions you provide may be used by us without restriction or compensation.
10 / Third PartiesThird-Party Services
The Services rely on third-party platforms, including large language model providers, telephony carriers, CRM systems, social networks, search engines, and review platforms. Your use of those platforms is also governed by their terms of service and privacy policies, and their availability, pricing, and features may change without notice. We are not responsible for outages, policy changes, account suspensions, or pricing changes imposed by third-party providers.
11 / ResultsResults Disclaimer
No guarantee of results. AI automation can dramatically improve speed-to-lead, conversion, and reactivation outcomes, but results depend on many factors outside our control, including your offer, pricing, market, staff response, and data quality. We do not guarantee any specific number of leads, appointments, calls, sales, ranking positions, or revenue outcomes.
Any example outcomes, case studies, or projections shared on our website or in proposals are illustrative and are not a representation that you will achieve similar results.
12 / WarrantiesWarranties & Disclaimers
We warrant that the Services will be performed in a professional and workmanlike manner. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND NEXUS AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE FROM HALLUCINATIONS, AND YOU AGREE TO REVIEW MATERIAL OUTPUTS BEFORE RELYING ON THEM.
13 / LiabilityLimitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXUS AI AND ITS OFFICERS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING FROM OR RELATING TO THE SERVICES WILL NOT EXCEED THE FEES YOU PAID US IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
14 / IndemnificationIndemnification
You agree to defend, indemnify, and hold harmless Nexus AI from any third-party claims, damages, liabilities, and reasonable attorneys' fees arising out of (a) your violation of these Terms or applicable law, (b) your provision of contact lists, brand content, or instructions to us, (c) outbound communications you direct us to send, including any TCPA, CAN-SPAM, or consumer protection violation, (d) the products or services you sell to your customers, or (e) your use of AI-generated outputs.
15 / ConfidentialityConfidentiality
Each party may receive non-public information from the other ("Confidential Information"). Each party agrees to (i) use Confidential Information only as necessary to perform under these Terms and (ii) protect it with the same care it uses for its own confidential information, but no less than reasonable care. These obligations survive termination for three (3) years, except that trade secrets remain protected for as long as they qualify as such.
16 / TerminationTerm & Termination
These Terms remain in effect for the term stated in your Order Form and renew automatically unless cancelled per our Refund Policy. Either party may terminate for material breach if the breach is not cured within fifteen (15) days of written notice. Upon termination: (a) you will pay all fees accrued through the effective date of termination, (b) we will, on request and at our discretion, provide reasonable transition assistance at our standard rates, and (c) each party will return or destroy the other's Confidential Information.
17 / DisputesGoverning Law, Disputes & Arbitration
These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. The parties will attempt in good faith to resolve any dispute through informal negotiation. If unresolved within thirty (30) days, the dispute will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Westchester County, New York, and judgment on the award may be entered in any court of competent jurisdiction. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Notwithstanding the foregoing, either party may seek injunctive relief in court to protect its intellectual property or Confidential Information.
18 / ChangesChanges to These Terms
We may update these Terms from time to time. Material changes will be communicated by email or by a notice on our website. Continued use of the Services after the effective date of an updated version constitutes acceptance.
19 / ContactContact Us
Digital Nexus LLC d/b/a Nexus AI
Email: [email protected]
Phone: 914-635-0242
Mailing Address: 50 Main Street, STE 1000, White Plains, NY 10606
These Terms are provided as a template tailored to Nexus AI's stated services and are not legal advice. We recommend you have an attorney licensed in your state review and finalize them before publishing.