This Software as a Service Agreement (this “Agreement”) is entered into by and between Nurtify.AI (the "Provider") and the Customer (the “Customer”), as indicated by the Customer’s acceptance through clicking “I Accept” below or by using the services.
By accepting this Agreement, the Customer agrees to be bound by all the terms and conditions outlined below.
This Agreement becomes effective on the date that the Customer clicks “I Agree” or begins using the services (the “Effective Date”). By doing so, the Customer confirms that they have read, understood, and agree to the terms, and that they have the legal authority to enter into this Agreement. If the Customer is accepting this Agreement on behalf of an organization, they represent that they have the authority to bind that organization to the terms.
If the Customer does not agree with these terms, they should not click “I Agree” or use the services.
The Provider and Customer may be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, Provider offers access to its Services under the terms set forth in this Agreement;
WHEREAS, the Customer desires to access the Services and the Provider is willing to provide such access under the conditions outlined herein;
NOW, THEREFORE, in consideration of the promises and mutual agreements set forth, the Parties agree as follows:
For the purposes of this Agreement, the following definitions apply:
"Aggregated Data" refers to data derived from the Customer’s use of the services, anonymized and aggregated by the Provider to compile statistics and operational insights.
"Authorized User" means any individual the Customer designates and authorizes to access and use the Services under the Customer’s account, including employees, consultants, contractors, and agents.
"Customer Data" refers to any information, content, or data that is uploaded, submitted, or transmitted by the Customer or its Authorized Users in the course of using the Services.
"Documentation" includes the Provider’s user guides, manuals, and materials related to the use of the Services provided either electronically or physically.
"Provider IP" means all intellectual property, including the Services, Documentation, and any proprietary information provided to the Customer, excluding Customer Data.
"Services" refers to the software-as-a-service (SaaS) offerings as described in Exhibit A of this Agreement.
"Third-Party Products" refers to any third-party software, tools, or services integrated into or provided alongside the Services.
Upon the Customer’s acceptance of this Agreement and payment of applicable fees, the Provider grants the Customer a non-exclusive, non-transferable right to access and use the Services, strictly for the Customer’s internal business operations, and limited to the authorized users designated by the Customer. The Provider will provide the necessary credentials (e.g., usernames and passwords) for access.
The Provider grants the Customer a limited, non-sublicensable, non-transferable right to use the Documentation solely in connection with the Customer’s internal business operations related to the use of the Services.
The Customer agrees not to use the Services beyond the scope of access granted in this Agreement. The Customer must not, directly or indirectly:
Copy, modify, or create derivative works based on the Services or Documentation;
Sell, lease, sublicense, distribute, or otherwise make the Services available to third parties;
Reverse-engineer or attempt to gain access to the underlying software or code;
Remove any proprietary notices or marks from the Services;
Use the Services in any way that violates any applicable law or infringes upon the intellectual property rights of any party.
All rights not expressly granted to the Customer under this Agreement are reserved by the Provider. The Customer is granted only those rights necessary to use the Services as described herein, with no implied rights or licenses.
The Provider may temporarily suspend the Customer’s access to the Services if it reasonably believes:
There is a threat or attack against the Provider’s system or services;
The Customer or Authorized Users are using the Services for unlawful or fraudulent purposes;
The Customer has ceased operations or has become insolvent; or
Provision of the Services is prohibited by applicable law.
In the event of such a suspension, the Provider will notify the Customer and work to resolve the issue in a timely manner. The Provider will not be held liable for any damages or losses resulting from such a suspension.
The Provider may monitor the Customer’s use of the Services and generate Aggregated Data based on such use. The Provider retains all rights to such Aggregated Data, which may be used for lawful business purposes, including publishing statistics and performance information, provided that such data does not identify the Customer or reveal any confidential information.
The Customer is responsible for all use of the Services by its Authorized Users. Any act or omission by an Authorized User that would constitute a breach of this Agreement will be considered a breach by the Customer. The Customer must make reasonable efforts to ensure that all Authorized Users comply with the terms of this Agreement.
The Provider may make third-party software or services available as part of the Services. Use of such third-party products will be subject to the terms provided by the third-party vendors. The Customer acknowledges that the Provider is not responsible for the functionality or performance of any third-party products.
The Customer agrees to pay the fees specified in Exhibit A and any applicable addenda. All payments must be made in U.S. dollars. If the Customer fails to make any payment when due, the Provider reserves the right to charge interest on overdue amounts at the rate of 1.5% per month or the highest rate allowed by law. The Provider may also suspend access to the Services until all outstanding amounts are paid.
All fees exclude any applicable taxes. The Customer is responsible for paying any sales, use, excise, or other taxes imposed by federal, state, or local authorities, excluding taxes based on the Provider’s income.
The Provider reserves the right to audit the Customer’s use of the Services to ensure compliance with this Agreement. If an audit reveals underpayment of fees, the Customer must promptly pay the owed amount plus interest. If the underpayment exceeds 5%, the Customer will bear the cost of the audit.
Each Party may disclose to the other Party certain confidential information during the course of this Agreement. Confidential information includes all non-public, proprietary information disclosed by one Party to the other, whether in written, electronic, or oral form.
The receiving Party agrees to protect such confidential information with the same level of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care. The receiving Party may disclose confidential information to its employees or contractors who need access to perform obligations under this Agreement.
Confidential information does not include information that:
Is publicly available through no fault of the receiving Party;
Was already known to the receiving Party before disclosure;
Is disclosed to the receiving Party by a third party who has no obligation of confidentiality; or
Is independently developed by the receiving Party.
Both Parties’ obligations concerning confidentiality will remain in effect for five years after the termination of this Agreement.
During the term of this Agreement and for two years after its termination, the Customer agrees not to solicit or hire any employees of the Provider without the Provider’s written consent. Additionally, the Customer must not encourage any of the Provider’s clients, suppliers, or business partners to alter or terminate their relationships with the Provider.
The Customer grants the Provider the irrevocable right to use the Customer’s name, logo, image, and likeness, and any materials created by or on behalf of the Customer for the purpose of marketing, advertising, or public relations, without additional compensation.
The Provider retains all rights, title, and interest in its intellectual property, including but not limited to the Services, Documentation, Aggregated Data, and any enhancements or modifications. The Customer is granted no ownership rights beyond those expressly provided under this Agreement.
The Customer retains all rights to its data. The Customer grants the Provider a non-exclusive, royalty-free license to use, reproduce, and display the Customer Data to the extent necessary to provide the Services. The Customer also grants the Provider the right to use Customer Data as part of the Aggregated Data.
The Provider warrants that the Services will perform materially in accordance with the provided Documentation. The Customer’s exclusive remedy for breach of this warranty is to notify the Provider, who will use commercially reasonable efforts to correct any non-conforming elements of the Services. The warranty does not apply to third-party products or to any modifications made by the Customer or any third party.
EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS.” THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
The Provider agrees to indemnify the Customer against claims, damages, and costs arising from third-party claims that the Services infringe any intellectual property rights, provided that the Customer notifies the Provider promptly and cooperates fully in the defense. The Provider’s liability is limited to modifying the Services to avoid infringement or terminating the Agreement if modification is not feasible.
The Customer agrees to indemnify the Provider from any claims arising from the Customer’s use of the Services in violation of this Agreement, including any claims related to the Customer Data or unauthorized use of third-party products.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT, INCLUDING LOSS OF REVENUE OR DATA. THE PROVIDER’S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM OR $10,000, WHICHEVER IS LESS.
The term of this Agreement will commence on the Effective Date and continue for one year unless terminated earlier. The Agreement will renew automatically for additional one-year periods unless either Party provides 30 days’ written notice of non-renewal.
Either Party may terminate this Agreement immediately upon written notice if the other Party:
Fails to pay any amount due and does not cure within seven days;
Materially breaches any provision of this Agreement and fails to cure the breach within 30 days of written notice; or
Becomes insolvent or files for bankruptcy.
The Customer may terminate this Agreement for convenience with 72 hours’ written notice, provided that any outstanding fees are paid.
Upon termination, the Customer must immediately cease using the Services and return or destroy any Provider IP in their possession. Termination will not relieve the Customer of the obligation to pay any fees due prior to termination.
This Agreement, including all exhibits, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.
All notices required under this Agreement must be in writing and delivered to the addresses provided by each Party.
Neither Party will be liable for delays or failures to perform caused by events beyond their control, including natural disasters, war, strikes, or changes in law.
If any provision of this Agreement is found to be invalid, the remaining provisions will remain in effect.
This Agreement is governed by the laws of Sao Paulo, Brazil, and any disputes will be resolved in the courts located in Sao Paulo.
Services Provided: The Provider offers access to its Nurtify.AI lead generation and scheduling system, with additional sales training available. The system will generate leads and convert them to billable prospects using algorithms.
Fees: Fees will be charged for each qualifying prospect as specified in the Customer’s account portal. Payments are processed according to the payment terms set by the Provider.
Lead Ownership: The Provider retains ownership of all leads generated through the Nurtify.AI system.
