Legal
Terms of Service
These Terms of Service (the "Terms") are an agreement between Digital Nexus ("we", "us") and the organization that subscribes to or trials Supportacus Flex (the "Customer", "you"). They govern your use of Supportacus Flex (the "Service"). The person accepting these Terms on behalf of an organization confirms that they have authority to bind it.
You accept these Terms when you sign an order or invoice that refers to them, or when you use the Service. If a signed agreement between you and us conflicts with these Terms, the signed agreement controls.
1. Accounts and free trial
Requesting an account. Organizations request an account through our website. We review each request and may accept or decline it at our discretion.
Free trial. An accepted organization receives a free trial of the Service, normally 30 days, without providing payment details. We may end a trial early, and at the end of the trial access stops unless you subscribe.
Users. You decide who in your organization can use the Service and what they can access. You are responsible for your users' activity, for keeping sign-in details confidential (sign-in details may not be shared between people), and for telling us promptly at [email protected] about any unauthorized use.
2. Subscriptions and fees
Agent seats. Subscriptions are priced per agent seat. An agent is any user who works requests or administers the Service. Users who only submit requests ("requesters") are not charged.
Annual billing. Subscriptions run for one year and are billed annually in advance by invoice. We accept purchase orders. Payment is due within the period stated on the invoice.
Renewal and price changes. We will send a renewal invoice before the end of each subscription year. We will give you at least 30 days' notice of any price change, which applies from your next subscription year.
Refunds. Fees are non-refundable, including for unused seats or the unused part of a subscription year, except where these Terms or the law say otherwise.
Taxes. Fees do not include sales, use, value added or similar taxes, which you are responsible for, other than taxes on our income. If you are tax-exempt, send us your exemption certificate.
Late payment. If an invoice is unpaid more than 30 days after it is due, we may suspend access to the Service after giving you at least 10 days' written notice.
3. Your content
Ownership. Everything your users enter or upload into the Service ("Customer Content") belongs to you. You give us permission to host, copy, process and display Customer Content only as needed to provide, secure and support the Service and as described in our Privacy Policy.
Your responsibilities. You are responsible for Customer Content and for having the rights and consents needed to put it into the Service.
Support access. To resolve problems you report, authorized Digital Nexus staff may sign in to the Service as one of your users. Each such sign-in is recorded in your organization's sign-in history.
AI suggestions. AI suggestions work only with an API key from your own account with the AI provider. You are responsible for that account, its fees and its terms, and for deciding whether your content may be sent to the provider. Suggestions are aids only: a person decides whether to use them, and we are not responsible for the provider's service or its results.
Export and deletion. While your subscription is active you can export lists and reports from the Service, and you can ask us for a copy of your Customer Content. After a subscription ends, we may delete Customer Content, and will do so within 90 days, except where the law requires us to keep it. Export or request anything you need before the subscription ends.
4. Acceptable use
You will not, and will not allow anyone else to:
- use the Service in a way that is unlawful, including under export control, consumer protection, unfair competition or false advertising laws, or that infringes anyone else's intellectual property, privacy or other rights;
- upload malicious code, or attempt to break or bypass the Service's security or another customer's data separation;
- access the Service by automated means (bots, scrapers) except through features we provide for that purpose;
- send spam or other unsolicited bulk messages through the Service;
- create accounts by fraudulent means or impersonate any person or organization;
- resell, rent, sublicense or provide the Service to third parties, or copy, modify or create derivative works of it; or
- interfere with or place an unreasonable load on the Service or our systems.
We may suspend access or remove content that we reasonably believe violates this section. Where practical we will tell you first and give you a chance to fix the problem.
5. Our responsibilities
We will provide the Service in line with these Terms, protect Customer Content with reasonable administrative, technical and physical safeguards, and use it only as described in section 3 and our Privacy Policy. We may change or improve the Service over time; we will not make changes that materially reduce its core features during a paid subscription year without notice.
6. Ownership of the Service
The Service, including its software, designs and documentation, belongs to Digital Nexus and its licensors. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable right to use the Service for your organization's internal business during your trial or subscription. All rights not expressly granted are reserved. If you send us suggestions or feedback, we may use them without obligation to you.
7. Confidentiality
Each party will keep the other's non-public business information confidential and use it only for the purposes of these Terms, except where disclosure is required by law.
8. Ending these Terms
By you. You may stop using the Service at any time. To stop a subscription from renewing, tell us in writing before the end of the current subscription year.
By us. We may end these Terms or suspend the Service if you materially breach them and do not fix the breach within 30 days after our notice, or immediately where needed to prevent serious harm to the Service, other customers or the law. We may stop offering the Service at the end of any subscription year with at least 90 days' notice.
Effect. When these Terms end, your right to use the Service ends and section 3 (export and deletion) applies. Sections 2 (unpaid fees), 3, 6, 7, 9, 10, 11 and 12 continue to apply.
9. Disclaimer
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
10. Limitation of liability
TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO YOUR OBLIGATION TO PAY FEES OR TO A PARTY'S INDEMNITY OBLIGATIONS UNDER SECTION 11.
11. Indemnities
By us. We will defend you against any third-party claim that the Service, as provided by us, infringes that party's intellectual property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, we may modify the Service, obtain a license, or end your subscription and refund prepaid fees for the remaining term. This does not apply to claims caused by Customer Content or by use of the Service in breach of these Terms.
By you. You will defend us against any third-party claim arising from Customer Content or your use of the Service in breach of these Terms, and pay the resulting damages and costs finally awarded or agreed in settlement.
The party seeking defense must notify the other promptly, give it control of the defense, and cooperate reasonably.
12. General
Governing law. These Terms are governed by the laws of the State of California, excluding its conflict of law rules. The courts located in Orange County, California have exclusive jurisdiction, except that either party may seek urgent relief in any competent court. The UN Convention on Contracts for the International Sale of Goods does not apply.
Government customers. The Service and its documentation are "commercial computer software" and "commercial computer software documentation" provided as commercial items under 48 C.F.R. 2.101 and 12.212 (and, for the Department of Defense, 48 C.F.R. 227.7202). Government users receive only the rights set out in these Terms. If a law that applies to a government customer makes any provision of these Terms unenforceable against it (for example indemnity, governing law or automatic renewal), that provision does not apply to that customer to the extent required, and the rest of these Terms remain in effect.
Changes to these Terms. We may update these Terms. We will post the new version here and notify customers by email at least 30 days before material changes take effect. Changes apply from your next subscription year unless you agree earlier.
Notices. We send notices to the email address of your account's billing contact or administrator. Send notices to us at [email protected], with a copy by mail to Digital Nexus, Attn: President, 27472 Portola Parkway, Suite 205-337, Foothill Ranch, CA 92610, USA.
Notices of infringement. If you believe that content in the Service infringes your copyright or other intellectual property rights, you may notify our designated agent. A notice must meet the requirements of Section 512 of the U.S. Copyright Act (17 U.S.C. 512) and must identify the specific content and its address (URL) in the Service. We may return a notice that does not meet these requirements without acting on it. Designated agent: Digital Nexus, Attn: Copyright Designated Agent, 27472 Portola Parkway, Suite 205-337, Foothill Ranch, CA 92610, USA.
Other terms. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all of its business. Neither party is liable for delays caused by events beyond its reasonable control. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. These Terms, together with any order or invoice that refers to them, are the entire agreement on this subject. The Service is not offered to anyone under 18.