Terms of Service

These Terms of Use apply only to Termitude direct clients. If you purchase or access Termitude through a third-party vendor or partner, that vendor's terms and conditions apply instead.

Nexuus LLC, together with its affiliates ("We," "Us," or "Our"), provides legal document version control, publication, change management, and consent tracking solutions, including the "Termitude" platform. These Terms of Use ("Terms") incorporate Our accompanying Data Processing Addendum and together govern Your use of the Services. Please read them carefully before You start using the Services. We reserve the right to modify, alter or otherwise update the Terms at any time with 30 days' written notice, and by using the Services after the posting of a modification, You accept the modification. These Terms of Use apply only to Our direct clients. If you purchase or access Services through a third-party vendor or partner, please refer to that vendor's terms and conditions, which will govern your use of the Services.

You also represent and warrant that You are authorized to form a binding contract with Us and meet all of the eligibility requirements in these Terms of Use ("Terms"). If You do not agree to all of Our Terms or violate them in any way, Your right to access or use the Services is terminated. PLEASE SEE SECTIONS 19–21 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR SERVICES, INCLUDING A WAIVER TO BRING ANY CLAIM UNDER A CLASS ACTION.

Definitions

"Affiliate" means any corporation or other business entity controlled by, controlling or under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of such entity.

"Agreement" means these Terms, together with applicable Order Forms and other mutually executed agreements attached to or incorporated herein.

"Order Form" means an ordering document, or Statement of Work, for the Services agreed between You and Us.

"Personal Data" means any information from which an individual may be identified, including without limitation an individual's name, address, telephone number, social security number, bank account numbers, pin numbers, and "personal data," "nonpublic personal data," and similar information as defined in any applicable data privacy laws or regulations.

"Sensitive Personal Data" means credit card information, financial account information (excluding bank account information required for payroll or expense management purposes), regulated health information and any of the special categories of personal data identified in Article 9 of the General Data Protection Regulation ((EU) 2016/679) or as otherwise specified under Applicable Law.

"Services" means the online, web-based applications, platforms and/or solutions provided by Us via the designated website and any other online and offline related services that may be provided by Us to You, including any electronic content, functionality, features, and applications provided through the Services (collectively, "Materials") under the applicable Order Form(s).

"Subscription Term" means the period You are subscribed to the Services.

"Transaction" or "Transactions" means database records created or calculations performed through the Services, as per the applicable subscription.

"Termitude Environment" means Our internal data center facilities, services, networking equipment, and host software systems that are within Our reasonable control and are used to provide the Services.

"You" or "Your" means the legal entity for which You have authority to accept these terms and conditions, including any Affiliates of such entity.

"Your Content" means any files, data, works, Personal Data, other information, and/or materials You use in connection with the Services, or that You provide Us, or that is accessed, received, controlled, stored, processed, transmitted, maintained, or possessed by Us in connection with the provision of the Services for You or on Your behalf and any data generated through Your use of the Services, including system-generated, observed, or derived data (whether personal or non-personal), to the extent such data relates to Your use of the Services, but excluding Our aggregated or anonymized data, trade secrets, proprietary algorithms, and internal operational metrics not reasonably required to enable data portability or switching.

1. Provision of Services

1.1 We shall make the Services available to You pursuant to these Terms, and applicable subscription(s) and shall provide You the new versions of the Services as they become available within the terms of the applicable subscription(s).

1.2 We use commercially reasonable efforts to provide the Services twenty-four (24) hours a day, seven (7) days a week. You agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which We may undertake from time to time; or (iii) causes beyond Our control or which We cannot not reasonably foresee, including, without limitation, interruption or failure of telecommunication or digital transmission links, including delays or failures due to Your Internet Service Provider, hostile network attacks, network congestion or other failures. You agree that We have no control over the stability and throughput speed of the Internet or the availability of Services on a continuous or uninterrupted basis. You shall be solely responsible for providing, maintaining, and ensuring compatibility with the Services, including securing Internet access connections.

1.3 You acknowledge and agree that to the extent the Services include access to the Termitude Environment, Our sole obligation with respect to the same shall be to provide access to the Termitude Environment, and We shall have no responsibility or liability for Your transfer of information or Your Content (including, without limitation, any Personal Data) to any third-party vendor via the Termitude Environment. You are responsible for entering into a separate agreement with any such third-party vendor concerning any data sharing and services provided by such vendor.

2. Support Services and Service Levels

2.1 General. All plans include access to Our team to assist with the Service deployment, adoption and utilization, consulting, sharing advice and guidance related to optimizing Client's use of the Service ("Client Success").

2.2 Support channels. Client Success can be contacted via in-app chat. Chat conversations can include screen-share and voice calls. New chats can be opened 24 hours a day, 7 days a week. AI responses are available 24/7. Human responses are provided between 1:00 am GMT Monday to 11:59 pm GMT Friday. Our Client Success team can also be contacted via the support email: support@termitude.com. Please contact Us via the email You use to register with Your account. We provide an in-app help center containing tutorials, guides, and articles on anything You need to know about using the Services.

2.3 Error response time. Upon receipt of notice from You specifying an error, and upon receipt of such additional information as We may request, We will respond as described below to resolve reported and reproducible errors in the Services or SaaS software. We will determine the priority level in accordance with the following protocols:

• SEVERITY 1 – Critical Business Impact. The production use of the Services is stopped or so severely impacted that You cannot reasonably continue work. We will commence the support and error resolution within thirty (30) minutes of becoming aware of the error. We will engage staff until the error is circumvented or corrected. We will provide You with ongoing communication on the status of the error resolution at a minimum of every four (4) hours.
• SEVERITY 2 – Significant Business Impact. A high-impact error is affecting Service Levels and/or materially impacting Your use of the Services. We will commence the support and error resolution within sixty (60) minutes (during normal business hours) of becoming aware of the error. We will engage staff until the error is circumvented or corrected. We will provide You with ongoing communication on the status of the error resolution at a minimum of every eight (8) hours.
• SEVERITY 3 – Some Business Impact. This includes errors of general work-queue type and that do not fall within the definitions of Severity 1 Error or Severity 2 Error. These errors will be addressed after Severity 1 Errors and Severity 2 Errors have been corrected and may be pursued during normal business hours on a resources-available basis. We will commence the support and error resolution on a resource-available basis. We will engage staff to provide a workaround and to resolve the error as soon as possible after notification by You. We will provide You with ongoing communication on the status of the error resolution.
• SEVERITY 4 – Minimum Business Impact. You request information, an enhancement, or documentation clarification regarding the Services, but there is no error with the Services and the implementation or production use of the Services is continuing and no work being impeded at the time. We will provide a response regarding the requested information or documentation clarification within two (2) days of notification by You and We will consider enhancements for inclusion in a subsequent update to the Services or documentation.

2.4 Service monthly uptime. Our Services will be available to You at least 99% of the time each calendar month, excluding scheduled maintenance, measured on a 24 x 7 basis. You will be notified within the application 48 hours in advance when scheduled maintenance will occur, where downtime is expected to exceed 60 seconds. If Our Services availability percentage falls below 99% in any month, You will be entitled to a credit equal to 10% of Your monthly subscription for the month concerned.

The monthly service availability rate will not be affected, and We will not be held responsible for performance or availability problems: (a) as a result of factors beyond Our reasonable control; (b) as a result of Your or a third party's hardware, software, or services; (c) as a result of the actions or omissions of You or a third party; (d) during use of preliminary versions (e.g., alpha or beta); or (e) attributed to the actions or omissions of You or Your employees, agents, contractors, suppliers, representatives, or any other person who obtains access to the Services through Your passwords and equipment.

To claim for unavailability, You will provide Us with all reasonable details related to the claim, including detailed descriptions of the incident, the duration, network tracking routes, and any attempts You have made to resolve the incident. You must present any claim with sufficient evidence to support it within 30 days of the event. We will provide all reasonable information necessary for validating the claim and use good judgment to determine if the guaranteed level of service applies. In the affirmative case, the downtime will be added to the current month's bill. We will reimburse You a maximum of 10% of the monthly bill if Our imputable downtime is less than 99%. The reimbursement will be made as a discount to the monthly bill following the month affected by the claim.

3. Your Responsibilities

You are responsible for any activity through Your use of the Services. As a condition of Your access to and use of the Services, You agree that You will not use the Services for any purpose that is unlawful or prohibited by these Terms and that You will comply with all applicable laws and any conditions or restrictions imposed by these Terms. All information You provide must be true, accurate, current, and complete, and You agree to update Your information as necessary to maintain its truth and accuracy.

4. Prohibited Actions

You agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Services to human readable form or create derivative works based upon the Services or any part thereof; (b) disable any licensing or control features of the Services; (c) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage or delete any Materials, or retrieve or record information about the Services or its users; (d) merge the Services or Materials with other materials or create derivative works based on the Services or Materials; (e) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Services or Materials; (f) sublicense, assign, disclose, publish, market, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the Materials or access to the Services to others; (g) copy any features or functions of the Services; (h) use, or allow the use of, the Services or the Materials in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (i) otherwise act in a fraudulent, illegal, malicious or negligent manner when using the Services; (j) post violent, defamatory, indecent, sexually explicit, discriminatory, unlawful, infringing, hateful or other inappropriate photos or other content, including any posts intended for defaming, stalking, bullying, abusing, harassing, threatening, impersonating, harming, or intimidating people or entities; or (k) create, solicit, transmit, or procure the sending of, any unwanted, unsolicited or harassing comments or communications, including advertising or promotional material, without Our prior written consent, including any "junk mail," "chain letter," "spam" or any other similar solicitation. You may not access or use the Services by means of any automated program, expert system, electronic agent or "bot," and You further agree that the Services will be used only by You and Your employees ("Authorized Users"). Except as expressly provided herein, We and Our third-party licensors reserve all rights with respect to the Services, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations. All rights not expressly granted to You are reserved by Us and Our licensors.

5. Your Content

5.1 The Services may permit You to provide information to Us, such as contact information or other materials (collectively, "Your Content"). You agree, represent, and warrant that any User Content You provide to Us is truthful, accurate, not misleading, and offered in good faith and that You have the right to transmit such Your Content. We do not want You to, and You should not, send any confidential or proprietary Your Content to Us through the Services unless specifically requested or in circumstances where We indicate it will be kept confidential.

5.2 Except as may be otherwise agreed upon between You and Us in writing, by submitting Your Content through the Services, You permit Us to use, reproduce, display, modify, adapt, publish, translate, transmit and distribute or otherwise disclose to others such Your Content (in whole or in part) in Our discretion, subject however to Our Data Processing Addendum ("DPA"). We shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, exclusive license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback You provide relating to the operation of the Services.

5.3 You also agree that We are free to use any feedback, corrections, ideas, concepts, know-how, or techniques that You provide to Us (collectively, "Feedback") for any purpose, and You waive all rights therein. PLEASE DO NOT SEND US ANY FEEDBACK THAT YOU WISH US TO KEEP CONFIDENTIAL OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION UNLESS WE EXPRESSLY AGREE IN WRITING OTHERWISE.

6. Materials

We may update the content in Our Services and Materials from time to time, but it will not necessarily be complete or up-to-date. Although We intend for the Services to be available as much as possible, there may be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We may remove any content from the Services for any reason without prior notice.

7. Backup

You are responsible for properly configuring and using the Services and taking Your steps to maintain appropriate security, protection, and backup of Your Content. We provide for off-site backup of Your Content in conjunction with Our standard disaster recovery plan.

8. Confidentiality

8.1 As a result of this Agreement and the ongoing relationship of the parties, each of the parties will have access to certain confidential and proprietary information concerning the other and the other's business, including, but not limited to, trade secrets, software code, algorithms, business plans, financial data, pricing, customer lists, product roadmaps, technical information, and sensitive personal data, and specifically including the Services (collectively, the "Confidential Information").

8.2 All Confidential Information shall remain solely the property of the disclosing party. The recipient shall maintain and protect the confidentiality of such Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in any event, no less than a reasonable degree of care.

8.3 Except to the extent permitted by this Agreement or by applicable law, and except for Our archival purposes only, no party shall duplicate in any manner another's Confidential Information or disclose the Confidential Information to any third party or to any of its employees, contractors, or agents not having a strict need to know such information for the sole purpose of performing this Agreement. Any disclosure to employees, contractors, or agents shall be made only to those who are bound by written obligations of confidentiality that are at least as rigorous as the obligations provided herein. Each of the parties further agrees not to utilize another's Confidential Information for any purpose other than the performance of this Agreement.

8.4 The obligations of confidentiality set forth herein shall survive the termination or expiration of this Agreement for a period of three (3) years; provided, however, that obligations with respect to trade secrets and Personal Data shall survive indefinitely.

8.5 Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the recipient; (b) is rightfully received by the recipient from a third party without a breach of confidentiality; (c) is independently developed by the recipient without reliance on the disclosing party's Confidential Information; or (d) was already known to the recipient at the time of disclosure without an obligation of confidentiality.

8.6 Each party acknowledges that any breach of this Confidentiality Section would cause the other party irreparable harm for which monetary damages would not be an adequate remedy, and therefore, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent any actual or threatened breach of this Section.

9. Fees

You agree to pay all fees applicable to You under these Terms and applicable subscription(s) within thirty (30) days of receipt. Except as otherwise specified herein or agreed in writing by the parties, fees are quoted and payable in United States dollars. If You do not pay all fees when due, You will be unable to use the Services. You are also responsible for all other costs and legal fees We incur in collecting all unpaid amounts.

10. Termination

10.1 Either party may terminate the Services at any time for cause, if the other party: (i) is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; or (ii) ceases its business operations or becomes subject to insolvency proceedings. If You terminate this Agreement under this Section, We will refund any prepaid fees We received covering the remainder of the Subscription Term as of the effective date of termination.

10.2 You may terminate the Services at any time without cause. We may terminate this Agreement without cause upon thirty (30) days' written notice to You.

10.3 Upon termination of services or non-payment of subscription, You will be provided with a period of 30 days to download any data. After 30 days, all information contained within the services will be permanently deleted.

11. Taxes

Transaction fees and all other payments provided for under these Terms and applicable subscription(s) are exclusive of all state, local, and other taxes, or other charges (other than on any income payable by Us) directly applicable to the subscription, the Client Success Services, or use of the Services, and You will pay or contest in good faith any such taxes or charges within 30 days after Your receipt of proper bills or statements from Us or the applicable taxing authorities.

12. Intellectual Property Rights

12.1 We grant You a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services for lawful purposes in accordance with these Terms and the DPA. The Services contain Materials We own or licensed, including name, logo, text, images, audio/visual works, icons and scripts, and other materials provided on or through the Services. Except as provided herein, none of the Materials may be copied, distributed, displayed, downloaded, licensed, modified, published, re-posted, reproduced, reused, sold, used to create a derivative work, or transmitted in any form or by any means without prior written permission from Us or the third party owner. Unauthorized use of any Materials provided by the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes.

12.2 Except as expressly provided herein, We and Our licensors shall retain: (i) all rights, title and interest in and to the Services and related documentation, including all copies thereof and related Materials; (ii) all rights, title, interest and goodwill associated with Our service marks, trademarks, trade names, trade dress or any other designations; and (iii) all copyrights, patent rights, trade secret rights, and all other intellectual property and proprietary rights in the Services including all software (in object and source code forms), the Termitude Environment, architecture, platform, and related systems and applications.

12.3 You shall retain (i) all rights, titles, and interests in and to Your Content; and (ii) all rights, titles, interests, and goodwill associated with Your service marks, trademarks, trade names, trade dress, or any other designations.

12.4 Except as expressly provided herein, We may pursue all legally available options with respect to the Services and Materials under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations, including the right to terminate accounts of any user who has infringed any intellectual property or proprietary rights. We may also disable any social media features and any links at any time without notice in Our sole discretion.

12.5 The Services are protected under applicable copyrights, trademarks, and other intellectual property and proprietary rights, and the commercialization, copying, modification, redistribution, use, or publication by You of any part of the Services is strictly prohibited. Except as expressly contained herein, nothing shall be construed as conferring by implication, estoppel, or otherwise any license or right to any patent, trademark or copyright or other intellectual property or proprietary rights. The names and logos used by Us may not be used in any way, including in advertising or publicity pertaining to the distribution of materials in the Services, without prior written permission.

13. Reporting Copyright Infringement and Other Violations

We respect the intellectual property rights of others, and We prohibit users of Our Services from submitting, uploading, posting, or otherwise transmitting any materials that violate another person's intellectual property rights or these Terms. For allegations of copyright infringement, please follow the instructions below; otherwise, You can report any issues to Us via the contact information provided at the end of these Terms.

In accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (the "DMCA"), notifications of copyright infringement claims occurring on Our Sites should be reported to Our designated agent as follows:

Attn: Legal Department – DMCA Agent

Nexuus LLC, 390 Union Blvd Suite 630, Lakewood, CO 80228

Email: legal@termitude.com

Any such notice must be in writing, and must include the following information as required by the DMCA:

• A physical or electronic signature of the copyright owner or the person authorized to act on its behalf;
• A description of the copyrighted work claimed to have been infringed;
• A description of the infringing material and information reasonably sufficient for Us to locate the material;
• Your contact information, including Your address, telephone number, and email;
• A statement by You that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
• A statement that the information in the notification is accurate, and, under the pains and penalties of perjury, that You are authorized to act on behalf of the copyright owner.

14. Data Protection and Security

14.1 We will, in the course of providing the Services, adhere, in all material respects, to the privacy and security standards and procedures described and referred to in the DPA. We and You agree to comply with all applicable laws, regulations, and conventions, including those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. You are solely responsible for the accuracy, content, and legality of Your Content and personal data. You represent and warrant that You have sufficient rights in Your Content and that the personal data does not infringe or violate any third party's intellectual property, publicity, privacy, or other rights. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of Your Content except as otherwise specified. You acknowledge and agree that You are responsible for obtaining all necessary consents required for the transfer of personal data to Us for purposes of Our performance of the Services unless You have determined that another basis for lawful processing is applicable (including necessity or legitimate interests).

14.2 If applicable, the parties shall comply with the terms in Our Data Processing Addendum, as may be amended from time to time.

15. Data Portability and Switching

This Section 15 applies solely where and to the extent the Services are provided to a Customer established in the European Economic Area or the United Kingdom and are subject to Regulation (EU) 2023/2854 (the "EU Data Act").

Without limiting Our obligations under applicable data protection laws, during the term of this Agreement and for the period during which We retain Your Data in accordance with its standard data retention and deletion practices following termination, You may request access to and export of Your Data in a structured, commonly used, and machine-readable format.

We shall provide Your Data on fair, reasonable, and non-discriminatory terms and shall not impose technical or contractual restrictions that prevent or unreasonably delay switching to another service provider, subject to reasonable technical limitations.

Nothing in this Section requires Us to retain Your Data beyond its standard retention periods, to restore deleted data, to disclose trade secrets or proprietary algorithms, or to materially redesign its systems.

16. Links in the Services

The Services may contain links to third-party sites. Access to any other website or service referenced in the Services is at the user's own risk, and We are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on other sites. We provide these links merely as a convenience, and including such links does not imply an endorsement, recommendation, or approval. The content, accuracy, opinions expressed, and other links provided by linked sites are not investigated, verified, monitored, or endorsed by Us. If You decide to visit or transact business at any linked site, You do so at Your own risk, and it is Your responsibility to take all protective measures. The third-party sites are not controlled by Us and may have different terms of use and privacy policies, which We encourage You to review.

17. Linking to Our Services

You may link to Our Services, provided You do so in a way that is fair and legal and does not damage Our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Our part without Our express written consent. The Services may provide certain social media features that enable You to link from Your own or certain third-party websites to certain content on Our Services; send communications with certain content, or links to certain content, using the Services; or cause limited portions of content on the Services to be displayed or appear to be displayed on Your own or certain third-party websites. You may use these features solely as they are provided by Us, and must not otherwise: establish a link from any website that is not owned by You; cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site (for example, scraping, framing, deep linking, or in-line linking); or take any action with respect to the Services that is inconsistent with these Terms. We may disable any social media features and any links at any time without notice in Our sole discretion.

18. AI Functionality

18.1 We may maintain AI-enabled functionality within the Services to assist users in retrieving, generating, or analyzing data. The AI components operate exclusively within Our managed environment and do not process or transmit Customer Personal Data to any external model or service. We shall maintain documentation demonstrating that such AI components are developed and operated in accordance with applicable laws, recognized industry standards, and Our internal quality, security and controls. Any limited technical processing or logging shall occur only within Our managed environment and remain subject to Our DPA and AI Policy. The AI functionality operates under human oversight, does not make or automate decisions, and is provided solely for informational purposes.

18.2 We will not, and will ensure that any third party provider of Our AI Tool will not, use Your Data to train any models, unless user provides affirmative opt-in consent.

19. Disclaimer of Warranties; Limitation of Liability

19.1 We warrant that the Services shall perform in conformity with any applicable documentation provided in association with the Services. If there is any non-conformance with this warranty, We will correct the Services at no cost to You. This remedy shall constitute the principal recourse available to You, and Our corresponding obligation and liability, in respect of any such non-conformity. Nothing in this Section shall exclude or limit any statutory warranties or rights which cannot lawfully be excluded or limited under applicable mandatory law. To the extent permitted by law, the warranties expressly set out in this Agreement are exhaustive and replace all other warranties. Except as expressly set out herein, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability or fitness for a particular purpose.

19.2 YOUR USE OF THE SERVICES AND MATERIALS IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT AND MATERIALS THEREIN ARE PROVIDED "AS IS" WITHOUT A REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET OUT HEREIN, WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

19.3 UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, AND IN SUCH JURISDICTIONS, A PARTY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

19.4 IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO TWELVE (12) TIMES THE MONTHLY FEES TO BE PAID BY YOU TO US UNDER THIS AGREEMENT.

19.5 The provisions in these Terms are intended to be only as broad and inclusive as applicable law permits. We reserve all rights, defenses, and permissible limitations under applicable law.

20. Indemnification

20.1 You agree that You will be responsible for any damages resulting from Your violation of these Terms. You further agree to indemnify and hold Us and, by extension, Our owners, affiliates, officers, directors, agents, employees, contractors, or service providers, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (i) Our use of Your Content in accordance with this Agreement; (ii) Your Content violating any applicable law or infringing or misappropriating a third party's rights in connection with Your use of the Services; (iii) Your use of the Services in a manner not authorized by this Agreement; or (iv) Your violation of any applicable law.

20.2 We agree to indemnify and hold You and, by extension, Your owners, affiliates, officers, directors, agents, employees, and contractors harmless from any third-party claims, demands, suits, or proceedings, and all related damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees), arising from or alleging (i) that such Services, as used in accordance with these Terms, infringes or misappropriates any patent, copyright, or trade secret of third-party's intellectual property rights; or (ii) violations of applicable laws.

21. Governing Law; Arbitration and Class Action Waiver

21.1 The interpretation, validity, and enforcement of this Agreement and of any other documents incorporated herein by reference and all legal actions brought under or in connection with the subject matter of this Agreement shall be governed by the laws of the state of Colorado (except that any conflicts-of-law principles of such state that would result in the application of the laws of another jurisdiction shall be disregarded). Subject to Section 21.2 below, any legal action permitted to be brought under or in connection with the subject matter of this Agreement shall be brought only in the United States District Court for the District of Colorado or, if such court would not have jurisdiction over the matter, then only in a Colorado state court sitting in Denver County, Colorado. Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of this Agreement in any other court. Each party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of this Agreement in the Federal or state courts sitting in Denver County, Colorado, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum.

21.2 The Parties recognize that while arbitration is an option, it shall not be the primary method for dispute resolution. Instead, the Parties shall diligently explore and exhaust all other available means of resolution and legal remedies. Arbitration must be held in Denver, Colorado, and shall only be considered when all other means of resolution have been attempted and proven unsuccessful and if the Parties mutually agree to its use in those circumstances.

21.3 The foregoing shall not be deemed to limit parties' rights to claim for undisputed outstanding receivables at any court of law or for claims requesting relief that cannot be awarded under arbitration (e.g., injunctive relief, specific performance, etc.).

21.4 The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are expressly excluded from these Terms.

21.5 To the maximum extent permitted under applicable law, You agree that each party to a dispute hereunder may bring claims against the other only in Your or its individual capacity and not as a plaintiff or class member in any purported class or representative action. Unless both You and Us agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

22. International Considerations

We do not represent that the Services' content or materials are appropriate or available for use in all jurisdictions. Access to any Services from jurisdictions where such access is illegal is strictly prohibited. If You choose to access the Services from other jurisdictions, You do so at Your own risk and are responsible for Your compliance with applicable laws.

23. Publicity

You agree to allow Us to use Your company name and logo for promotional purposes, including press announcements and on Our websites. You agree to participate in case studies and allow Us to publish any such case studies and/or testimonials using Your company name and logo on Our websites or in Our marketing materials. We will discontinue the use of Your company name and logo for promotional purposes at any time upon request by You via any of Our support channels.

24. Entire Agreement; Severability

24.1 You acknowledge that You have read and understood and agree to be bound by these Terms.

24.2 If any provision of these Terms is found unenforceable, it shall not affect the validity of the remainder of these Terms, which shall remain valid and enforceable according to its terms, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

24.3 You agree that no joint venture, partnership, employment, or agency relationship exists between You and Nexuus LLC as a result of these Terms or Your use of the Services.

25. Assignment

Neither party may assign or transfer any of its rights or obligations under this Agreement without the written consent of the other party, which consent may not be unreasonably withheld; provided that, without such consent either party may assign its rights and obligations under the terms hereof in whole or in part: (i) in connection with the transfer or sale of all or substantially all of its assets or business or its merger or consolidation with another company; or (ii) to any of its Affiliates.

26. Force Majeure

Neither party shall be liable for any costs or damages due to nonperformance under this Agreement arising out of any cause or event not within the reasonable control of such party and without its fault or negligence, such causes or events sometimes being herein referred to as "Events of Force Majeure." Each party shall give the other party prompt notice of the occurrence of any Event of Force Majeure that may cause delay hereunder, and the date of performance by any party that gives such notice shall be extended for a period not exceeding the period of delay caused by the Event of Force Majeure so identified.

27. Contact Information

For questions, concerns, comments, or communications about these Terms, please contact Us as follows:

By mail: Nexuus LLC, 390 Union Blvd Suite 630, Lakewood, CO 80228

By email: legal@termitude.com

These Terms were last updated on June 2, 2026.