Terms of Service

Order of precedence

In the event of a conflict, the following will prevail in this order: the Commercial Terms accepted through payment, an expressly negotiated addendum, the DPA with respect to data protection, these Terms, and the Privacy Policy. A purchase order issued by the Customer will have administrative effect only and will not modify the Agreement absent Nexor's written acceptance.

Authority of the signatory and business capacity

The person who makes or authorizes the payment represents that it has sufficient authority to bind the Customer, that the Customer is a business, and that the Customer does not use the Services for personal, family, or household purposes. The applicable documents must be available for review before payment.

Enhancements, updates, and discontinuation of features

Nexor may enhance, update, or replace features. It will not discontinue an essential paid feature during the contracted term without: (i) offering a reasonably equivalent alternative; (ii) providing reasonable notice; or (iii) allowing termination of the affected component and refunding the prepaid and unused portion, unless the change is required by security, by law, or by a third party platform decision.

Estimated timelines and Customer dependencies

Implementation timelines are estimates and depend on the Customer's timely delivery of information, content, access credentials, numbers, domains, consents, inventories, catalogs, integrations, validations, and approvals. Where access credentials are available and no custom development is required, Nexor ordinarily seeks to complete implementation in less than two weeks, which does not constitute a warranty or a service level agreement (SLA), unless the Commercial Terms expressly so provide. Delays attributable to the Customer or to third parties do not constitute a breach by Nexor and may shift milestones and launch dates.

Integrations and additional development

Nexor may offer prebuilt integrations with channels, ecommerce platforms, CRM systems, and inventory sources, including Excel or CSV files. Integrations, adaptations, or additional development that fall outside the standard scope will require a separate quote and acceptance and may be performed by Nexor or by an authorized third party subject to adequate confidentiality, security, and data protection obligations.

Nonrefundable implementation fee

The implementation fee compensates activities and resources that begin to be allocated from receipt of payment. For that reason, it will be nonrefundable once the implementation process has begun, except where a refund is required by applicable law or is warranted by a breach directly attributable to Nexor.

• Responses and recommendations generated by artificial intelligence may be inaccurate, incomplete, or unsuitable for a particular case.
• Nexor does not guarantee commercial results, number of sales, conversions, revenue, or freedom from errors.
• The Customer must approve instructions, scripts, offers, product data, restrictions, and escalation mechanisms before launching campaigns.
• The Customer must monitor performance and review the relevant interactions, particularly during implementation and following configuration changes.
• Nexor may use observability tools, automated evaluations, internal alerts, automated health checks, and conversation logs to detect issues of quality, availability, or deliverability. The Service may include a testing environment or Playground that allows the Customer to review the agent's behavior without contacting real Leads. These mechanisms supplement, but do not replace, the Customer's human oversight and review.
• The Services are not a substitute for legal, financial, medical, safety, or specialized professional advice.

• Data, knowledge, and content: provide lawful, accurate, current, and sufficient information, maintain the necessary rights in it, and timely update products, prices, stock, promotions, commercial policies, catalogs, and other information used by the agent.
• Legal basis and consent: obtain and retain evidence of the consents, notices, and other legal bases necessary to contact, record, transcribe, profile, or follow up with End Users.
• Marketing and exclusions: honor unsubscribes, revocations, do not contact lists, Do Not Disturb lists, do-not-call list registrations, timing, frequency, and applicable identification requirements.
• Artificial intelligence transparency: disclose when a person is interacting with an automated or artificial intelligence agent where the law, platform policies, or the circumstances so require; and neither deceive nor impersonate a real person.
• Sector compliance: comply with consumer, advertising, competition, telecommunications, and data protection rules and with the particular rules of its industry.
• Integrated platforms and Meta account: comply with the policies of WhatsApp, Meta, email, telephony, and CRM providers and other integrations; and keep its Meta Business account, its WhatsApp Business Account, numbers, payment methods, domains, and other required assets in good standing, verified, operational, and with the necessary permissions.
• Security: administer users, credentials, permissions, and devices; report unauthorized access; and use strong authentication where available.
• Operation of the agent: designate at least one functional owner, handle the escalations that require business knowledge, review operational notices, and keep the necessary access credentials and integrations active. The Customer is not required to administer Nexor's technical infrastructure, but it must keep current the information and the systems within its responsibility.
• Human review: not make high impact decisions solely on the basis of an automated output without adequate controls and review.

• Engage in unlawful, fraudulent, deceptive, defamatory, abusive, or discriminatory activities, or activities that infringe the rights of third parties.
• Send unsolicited bulk messages, harass, or place calls or send messages without the required authorizations or opt-out mechanisms.
• Impersonate persons, intentionally conceal the identity of the responsible party, or use cloned voices without the necessary rights and consent.
• Introduce malicious software, attempt to access other customers, circumvent limits, test vulnerabilities without authorization, or interfere with the Service.
• Process sensitive data or data of minors without Nexor's written approval and adequate safeguards.
• Make or substantially support decisions regarding credit, housing, employment, education, insurance, health, essential services, or legal rights without a written agreement, an impact assessment, transparency, and human review.
• Generate content prohibited by Nexor's usage policies or by those of the integrated providers.

Blocking on risk grounds

Nexor may block content, contacts, campaigns, or features where it reasonably determines that a legal, security, reputational, fraud, or platform compliance risk exists.

Billing and payment processing

Billing and payment processing may be handled by external providers, such as Stripe. Nexor may receive transaction identifiers, payment status, amount, currency, and the necessary billing data, but it does not directly store full payment card details where payment is processed through those providers.

Payment terms

Unless the Commercial Terms provide otherwise:

• Invoices are payable within 15 calendar days.
• Fees are nonrefundable, except where the Agreement provides otherwise.
• The Customer must dispute an invoice in good faith within 10 calendar days and pay the undisputed portion.
• Indirect taxes, withholdings, and bank charges are borne by the Customer, other than taxes on Nexor's net income.

Late payment, interest, and suspension

Past due amounts may accrue the maximum interest permitted by applicable law and reasonable collection costs. Nexor may suspend the Service if a past due balance is not cured within five calendar days after written notice.

Start of the minimum period

The minimum period will run from the date on which the agent is activated or made available to the Customer for its operation. If activation is delayed for lack of information, access credentials, content, validations, permissions, or approvals attributable to the Customer, the period will begin on the date on which Nexor reports that the agent is ready to operate or that it could have been activated but for that delay.

Payment of the minimum period and automatic renewal

During the minimum period, the Customer must pay in full all contracted monthly fees. Nonuse, a suspension requested by the Customer, withdrawal, cancellation, or early termination for convenience will not release it from paying the amounts corresponding to the minimum period. Upon expiration of that period, the Agreement will renew automatically for monthly periods, unless notice of nonrenewal is given 30 calendar days in advance.

Price changes

Nexor may change prices for a renewal period upon at least 30 calendar days' prior notice. The Customer may avoid the new price by not renewing before it takes effect. There will be no refund for periods already commenced, absent an express provision of the Agreement.

• There is a payment default.
• The use violates the Agreement or creates a material risk.
• An integrated platform blocks the account, the number, or the channel.
• It is necessary to prevent harm, fraud, or an incident.
• An authority so requires.

Prior notice

Where reasonably possible, Nexor will give notice and an opportunity to cure before suspending.

13.1 Nexor

Nexor and its licensors retain all rights in the Services, software, proprietary models, interfaces, documentation, trademarks, methods, generic templates, and improvements. During the term, Nexor grants the Customer a limited, nonexclusive, nontransferable, and revocable license to use the Services internally in accordance with the Agreement.

13.2 Customer

The Customer retains its rights in Customer Data. It grants Nexor and its Subprocessors a limited license to host, copy, transmit, analyze, and transform it solely to provide, protect, maintain, and support the Services and to perform the Agreement.

13.3 Aggregated and deidentified data

Nexor may generate and use aggregated or deidentified statistics for security, capacity, performance benchmarking, and improvement, provided that they do not identify the Customer or reasonably permit the identification of an individual. Nexor will not attempt to reidentify them.

13.4 Suggestions and feedback

If the Customer provides suggestions or ideas without an obligation of confidentiality, Nexor may use them on a worldwide, perpetual, irrevocable, and royalty free basis, without publicly identifying the Customer or disclosing its confidential information.

Exclusions and compelled disclosures

Information is not confidential where it: (i) is public without a breach; (ii) was already lawfully in the recipient's possession; (iii) is lawfully received from a third party; or (iv) is independently developed. Where a disclosure is compelled, the recipient will give prior notice where the law permits and will limit the disclosure.

Meta deactivations and refund requests

Any restriction, suspension, deactivation, or loss of access decided by Meta with respect to the Customer's accounts, assets, numbers, templates, or channels will be the Customer's responsibility where it does not derive directly from a proven breach by Nexor. Those measures will not constitute a breach by Nexor and will not give rise to any right to a refund, credit, compensation, or early termination without cost. Nexor may provide reasonable assistance in requesting review, appeal, or reinstatement, but it does not control or guarantee Meta's decision or its timing.

Disclaimer of warranties

EXCEPT FOR THE EXPRESS WARRANTIES, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". NEXOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR FREE OF ERRORS, THAT EVERY AI OUTPUT WILL BE ACCURATE, OR THAT THE CUSTOMER WILL OBTAIN ANY PARTICULAR COMMERCIAL RESULTS.

17.1 By the Customer

The Customer will defend, indemnify, and hold harmless Nexor, its affiliates, and its personnel against third party claims, fines, penalties, and reasonable costs arising from: (i) Customer Data or instructions that infringe rights; (ii) communications made without a legal basis, consent, notice, or opt-out mechanism; (iii) the Customer's content, offers, or representations; (iv) breach of platform policies; or (v) prohibited use of the Services.

17.2 By Nexor

Nexor will defend the Customer against a third party claim alleging that the Service, used in accordance with the Agreement, infringes a patent, copyright, or trademark, and will pay the damages finally awarded or the settlements approved by Nexor. Nexor may modify or replace the Service, obtain the right to continue using it, or terminate the affected component with a proportionate refund. This obligation does not apply to Customer Data, combinations not provided by Nexor, Customer modifications, or use contrary to the documentation.

Defense procedure

The indemnified party must give timely notice, allow control of the defense, and cooperate reasonably. The indemnifying party may not accept nonmonetary obligations on behalf of the other party without its reasonable consent.

Liability cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY THE CUSTOMER TO NEXOR DURING THE SIX MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY.

Exceptions to the cap

The foregoing cap does not apply to: (i) payment obligations; (ii) fraud, willful misconduct, or gross negligence, to the extent they may not be limited; (iii) misappropriation of the other party's intellectual property; or (iv) liabilities that the law prohibits excluding. The indemnification and confidentiality obligations will be subject to an aggregate cap equal to twelve months of fees, except in cases of fraud, willful misconduct, or gross negligence.

Effects of termination

Upon termination of the Agreement:

• Access to the Services ceases.
• Accrued fees become due.
• Each party returns or deletes the Confidential Information where applicable.
• The Customer may request a standard export of its Customer Data for 30 calendar days, subject to technical capabilities, payment of past due amounts, and the limits set out in the Commercial Terms. Nexor may thereafter delete it in accordance with the DPA.

Survival

The provisions that by their nature must survive will survive, including those on payments, intellectual property, confidentiality, indemnification, limitation of liability, and dispute resolution.

20.1 Customers domiciled in Chile

The Agreement is governed by the laws of the Republic of Chile. Any difficulty or dispute relating to its existence, validity, interpretation, application, performance, duration, or termination will be submitted to arbitration under the Reglamento Procesal de Arbitraje (Rules of Arbitral Procedure) of CAM Santiago in force at the time arbitration is requested. The parties will jointly appoint an árbitro arbitrador (arbitrator deciding in equity) as to procedure and de derecho (deciding at law) as to the award. Failing agreement, they grant special and irrevocable power to the Cámara de Comercio de Santiago A.G. (Santiago Chamber of Commerce) to appoint the arbitrator from among the arbitral body of CAM Santiago. No appeal will lie against the arbitrator's rulings, other than those that cannot be waived by law. The seat of the arbitration will be Santiago de Chile and the proceedings will be conducted in Spanish.

20.2 Customers not domiciled in Chile

Unless the Commercial Terms provide for a different forum, the Agreement is governed by the laws of the State of California, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and waive any objection to venue. Nothing prevents a party from seeking urgent injunctive relief to protect security, confidentiality, or intellectual property.

Prior negotiation

Before commencing a proceeding, the complaining party will give written notice of the dispute and the parties will attempt to resolve it in good faith for 15 calendar days.

• Assignment: the Customer may not assign the Agreement without Nexor's written consent. Nexor may assign it to an affiliate or in connection with a merger, acquisition, financing, sale of assets, or reorganization, provided that the assignee assumes the obligations.
• Force majeure: neither party is liable for delays outside its reasonable control, except for payment obligations already accrued.
• Notices: notices will be sent to the email addresses provided in the Commercial Terms and will be deemed received on the business day following transmission, absent evidence of a bounce.
• Relationship: the parties are independent contractors; the Agreement does not create a partnership, agency, employment, or exclusivity relationship.
• No waiver: the failure to exercise a right does not constitute a waiver.
• Severability: an invalid provision will be adjusted to the minimum extent necessary and the remaining provisions will remain in force.
• Entire agreement: the Agreement supersedes prior communications regarding its subject matter and may be amended only in writing or in accordance with the update mechanism established.
• Language: the Spanish version prevails for Customers domiciled in Chile. A translation may be provided for convenience.