Terms of Service
NuAgent, LLC
Effective Date: May 22, 2026
Last Updated: May 22, 2026
These Terms of Service (“Terms”) govern your access to and use of the NuAgent platform, software, APIs, and related services (collectively, the “Service”) provided by NuAgent, LLC, a Delaware limited liability company (“Company,” “we,” “us,” or “our”). By accessing or using the Service, you (“Customer,” “you,” or “your”) agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.
1. Definitions
“Authorized Users”means the individuals who are authorized by Customer to access and use the Service under Customer’s account, subject to any user limits specified in the applicable Order Form or subscription plan.
“Customer Data” means all data, content, files, documents, and information (including personal data, emails, calendar entries, contact records, financial documents, and transaction data) that Customer or its Authorized Users upload, transmit, store, or process through the Service.
“Documentation” means the user guides, help articles, API documentation, and other technical materials made available by Company describing the features and functionality of the Service.
“Order Form”means an ordering document or online subscription page that references these Terms and specifies the Service plan, fees, term, and any additional terms applicable to Customer’s subscription.
“Service” means the NuAgent cloud-based CRM platform, including its email integration, calendar management, contact management, AI-powered features, marketing automation, and related tools and APIs, as described in the Documentation and applicable Order Form.
2. Access and Use of the Service
2.1 Grant of License
Subject to Customer’s compliance with these Terms and payment of all applicable fees, Company grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the applicable subscription term solely for Customer’s internal business purposes.
2.2 Authorized Users
Customer may permit its Authorized Users to access the Service, provided that Customer ensures each Authorized User complies with these Terms. Customer is responsible for all acts and omissions of its Authorized Users, including any breach of these Terms. Customer shall maintain the confidentiality of all login credentials and promptly notify Company of any unauthorized use of its accounts.
2.3 API Access
The Service may integrate with third-party email and calendar services (including Gmail and Microsoft Outlook) via their respective APIs. Customer authorizes Company to access, read, write, edit, and manage emails, calendar events, and contacts on Customer’s behalf through these integrations, to the extent necessary to provide the Service. Customer is solely responsible for ensuring that such access complies with any applicable policies of the third-party providers and any agreements Customer has with those providers.
2.4 AI-Powered Features
The Service includes artificial intelligence and machine learning features, including AI-assisted email drafting, template generation, marketing content creation, transaction management, scheduling, and coaching tools (“AI Features”). Customer acknowledges that AI Features generate content based on algorithms and data inputs, and that outputs may require human review before use. Company does not guarantee the accuracy, completeness, or suitability of any AI-generated content. Customer is solely responsible for reviewing, editing, and approving all AI-generated outputs before sending, publishing, or relying upon them.
3. Customer Data and Data Storage
3.1 Ownership of Customer Data
As between the parties, Customer retains all right, title, and interest in and to the Customer Data. Company acquires no ownership rights in Customer Data.
3.2 License to Customer Data
Customer grants Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and process Customer Data solely to the extent necessary to provide, maintain, and improve the Service, and as otherwise described in the Privacy Policy.
3.3 Sensitive Data
Customer acknowledges that the Service may be used to store sensitive documents including, but not limited to, credit reports, bank statements, financial statements, leases, and transaction documents. Customer is solely responsible for ensuring that its use of the Service to store such documents complies with all applicable laws and regulations. Company will store Customer Data using commercially reasonable security measures, including encryption at rest and in transit via Amazon Web Services (AWS) infrastructure, including Amazon S3.
3.4 Data Processing
Company will process Customer Data in accordance with its Privacy Policyand, where applicable, the Data Processing Agreement (“DPA”) incorporated herein by reference. To the extent that Customer Data includes personal data subject to applicable data protection laws, the DPA shall govern the processing of such data.
4. Email Communications and Marketing
4.1 Transactional and Marketing Emails
The Service enables Customer to send transactional and marketing emails via integrated email delivery services (including SendGrid). Customer is solely responsible for ensuring that all emails sent through the Service comply with applicable anti-spam and electronic messaging laws, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and any other applicable federal, state, or international laws.
4.2 Customer Branding
Customer may apply its own branding, logos, and templates to emails sent through the Service. Customer represents and warrants that it has all necessary rights to use such branding materials and that such use does not infringe upon the intellectual property rights of any third party.
4.3 Compliance Responsibility
Customer shall maintain appropriate consent records, honor unsubscribe requests, and include accurate sender identification and physical mailing addresses in all marketing communications as required by applicable law. Company is not responsible for Customer’s failure to comply with applicable laws governing electronic communications.
5. Fees and Payment
5.1 Fees
Customer shall pay all fees specified in the applicable Order Form or subscription plan. All fees are quoted in U.S. dollars unless otherwise specified and are non-refundable except as expressly set forth herein.
5.2 Payment Terms
Unless otherwise specified in the Order Form, fees are due in advance on a monthly or annual basis. Company may suspend Customer’s access to the Service if any fees are more than thirty (30) days overdue.
5.3 Taxes
All fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, and similar taxes arising from Customer’s use of the Service, excluding taxes based on Company’s net income.
6. Intellectual Property
6.1 Company IP
Company and its licensors own all right, title, and interest in and to the Service, Documentation, and all related technology, including all intellectual property rights therein. These Terms do not convey to Customer any rights of ownership in or related to the Service.
6.2 Feedback
If Customer provides any suggestions, ideas, or feedback regarding the Service (“Feedback”), Company may freely use and incorporate such Feedback without obligation to Customer.
7. Confidentiality
Each party agrees to maintain the confidentiality of the other party’s Confidential Information and not to disclose it to any third party except as necessary to exercise its rights or perform its obligations under these Terms. “Confidential Information” includes all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
8. Warranties and Disclaimers
8.1 Mutual Warranties
Each party represents and warrants that it has the legal power and authority to enter into these Terms.
8.2 Service Warranty
Company warrants that during the subscription term, the Service will perform materially in accordance with the Documentation. Customer’s sole remedy for breach of this warranty is re-performance of the deficient Service or, if Company cannot cure the deficiency within thirty (30) days of written notice, termination of the affected subscription and a pro rata refund of prepaid fees for the unused portion of the subscription term.
8.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. AI FEATURES ARE PROVIDED WITHOUT WARRANTY OF ACCURACY OR RELIABILITY.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY.
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
10. Indemnification
10.1 Company Indemnification
Company shall defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Service, as provided by Company, infringes any U.S. patent, copyright, or trademark.
10.2 Customer Indemnification
Customer shall defend, indemnify, and hold harmless Company from and against any third-party claims arising from: (a) Customer Data; (b) Customer’s use of the Service in violation of these Terms or applicable law; (c) Customer’s email communications or marketing activities conducted through the Service; or (d) any allegation that Customer’s branding materials infringe the intellectual property rights of a third party.
11. Term and Termination
11.1 Term
These Terms commence on the date Customer first accesses the Service and continue until all subscriptions have expired or been terminated.
11.2 Termination for Cause
Either party may terminate these Terms upon thirty (30) days’ written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period.
11.3 Effect of Termination
Upon termination or expiration: (a) Customer’s access to the Service will cease; (b) Customer may request return or deletion of Customer Data within thirty (30) days following termination, after which Company may delete all Customer Data; (c) all accrued payment obligations survive termination.
12. General Provisions
12.1 Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
12.2 Dispute Resolution
Any dispute arising out of or relating to these Terms shall first be submitted to good faith negotiation. If the dispute is not resolved within thirty (30) days, either party may submit the dispute to binding arbitration under the rules of the American Arbitration Association, conducted in Delaware.
12.3 Entire Agreement
These Terms, together with any Order Form, DPA, SLA, Privacy Policy, and Acceptable Use Policy referenced herein, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter hereof.
12.4 Amendments
Company may update these Terms from time to time by posting revised Terms on its website. Material changes will be communicated to Customer via email or through the Service with at least thirty (30) days’ prior notice.
12.5 Assignment
Neither party may assign these Terms without the other party’s prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
12.6 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
12.7 Waiver
No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party.
12.8 Force Majeure
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government actions, or failures of third-party services.
12.9 Notices
All notices under these Terms shall be in writing and sent to the addresses specified in the applicable Order Form. Notices to Company may also be sent to: legal@nuagent.co.
For questions about these Terms, please contact us at info@nuagent.co.